AbbVie (ABBV) 10-K risk factor changes: FY2023 vs FY2022

| [removed: 13] | | | [removed:  \| *2022 Form 10-K*] | | | [added: *2023 Form 10-K* \| ] | | | [added: 14] | | |

For example, Humira accounted for approximately [removed: 37%] [added: 27%] of AbbVie's total net revenues in [removed: 2022.][added: 2023.]

Humira is facing competition from biosimilar products in the United States [removed: beginning in 2023 due to] [added: following] the loss of [removed: exclusivity,] [added: exclusivity in 2023,] which AbbVie anticipates will [added: continue to] cause a significant decline in Humira's revenue and could adversely affect AbbVie’s revenues and operating earnings.

| [added: 15] | | | [added:  \| *2023 Form 10-K*] | | | [removed: *2022 Form 10-K* \| ] | | | [removed: 14] | | |

[added: To the extent AbbVie's intellectual property is] successfully challenged, circumvented or weakened, or to the extent such intellectual property does not allow AbbVie to compete effectively, AbbVie's business will suffer.

| [removed: 15] | | | [removed:  \| *2022 Form 10-K*] | | | [added: *2023 Form 10-K* \| ] | | | [added: 16] | | |

Additionally, changes to U.S. tax laws now require (i) a 15% [added: alternative] minimum tax generally applied to U.S. corporations on adjusted financial statement income beginning in 2023 and (ii) a non-deductible 1% excise tax provision on net stock [removed: repurchases, to be applied to repurchases beginning in 2023.][added: repurchases.]

AbbVie continues to evaluate the impact that the [removed: Inflation Reduction Act] [added: IRA] may have on the company.

[removed: AbbVie cannot predict with certainty if additional government initiatives to contain health care] costs or other factors could lead to new or modified regulatory requirements that include higher or incremental rebates or discounts.

Failure to successfully discover, develop, manufacture and sell biologics—including [removed: Humira and] [added: Humira,] Skyrizi [added: and Botox] —could have a negative impact on AbbVie's business and results of operations.

| [added: 17] | | | [added:  \| *2023 Form 10-K*] | | | [removed: *2022 Form 10-K* \| ] | | | [removed: 16] | | |

[removed: TNF] [added: For example, Humira competes with anti-TNF] products and other competitive products intended to treat a number of disease states and Mavyret/Maviret competes with other available hepatitis C treatment options.

All of these competitors may introduce new products or develop technological advances that compete with AbbVie’s products in therapeutic areas such as immunology, [removed: hematologic] oncology, aesthetics, neuroscience and eye care.

If problems arise during the production of a batch of product, such batch of product may have to be [removed: discarded and AbbVie may experience product shortages or incur added expenses.]

If new safety or efficacy issues are reported or if new scientific information becomes available (including results of post-marketing Phase 4 trials), or if governments change standards regarding safety, efficacy or labeling, AbbVie may be required to amend [added: the conditions of use for a product.]

| [removed: 17] | | | [removed:  \| *2022 Form 10-K*] | | | [added: *2023 Form 10-K* \| ] | | | [added: 18] | | |

| [added: 19] | | | [added:  \| *2023 Form 10-K*] | | | [removed: *2022 Form 10-K* \| ] | | | [removed: 18] | | |

Net revenues outside of the United States made up approximately [removed: 21%] [added: 23%] of AbbVie's total net revenues in [removed: 2022.][added: 2023.]

| [removed: 19] | | | [removed:  \| *2022 Form 10-K*] | | | [added: *2023 Form 10-K* \| ] | | | [added: 20] | | |

- political and economic [removed: instability, including as a result of the COVID-19 pandemic;][added: instability;]

AbbVie [removed: may pursue] [added: from time to time pursues] acquisitions, technology licensing arrangements, joint ventures and strategic alliances, [removed: or dispose] [added: and/or disposes] of some of its assets, as part of its business strategy.

Additionally, changes in AbbVie's structure, operations, revenues, costs, or efficiency resulting from major transactions such as acquisitions, divestitures, mergers, alliances, joint ventures, restructurings or other strategic initiatives, may result in [added: greater than expected costs, may take longer than expected to complete or encounter other difficulties, including the need for regulatory approval where appropriate.]

| [added: 21] | | | [added:  \| *2023 Form 10-K*] | | | [removed: *2022 Form 10-K* \| ] | | | [removed: 20] | | |

In [removed: 2022,] [added: 2023,] three wholesale distributors (McKesson Corporation, Cardinal Health, Inc. and AmerisourceBergen Corporation) accounted for substantially all of AbbVie's pharmaceutical product sales in the United States.

AbbVie relies on sophisticated software applications and complex information technology systems [added: (including cloud services)] to operate its business, which [removed: may be] [added: are inherently] vulnerable to malicious intrusion, random attack, loss of data privacy, disruption, degradation or breakdown.

Data privacy or security breaches [removed: by employees] [added: of our internal systems] or [removed: others] [added: those of our information technology vendors] may in the future result in the failure of critical business operations.

To date, neither AbbVie’s business nor operations have been materially impacted by such [removed: incidents.][added: incidents, however, the healthcare industry remains a target of cyber-attacks.]

[removed: Although AbbVie has invested] [added: AbbVie’s investments] in the protection of its data and information technology and [removed: monitors] its [added: efforts to monitor its] systems on an ongoing [removed: basis, there can] [added: basis may] be [removed: no assurance that such efforts will] [added: insufficient to] prevent [removed: material breakdowns or breaches] [added: compromises] in AbbVie's information technology systems that could have a material adverse effect on AbbVie's business.

Such adverse consequences could include loss of revenue or the loss of critical or sensitive information from AbbVie’s or third-party providers’ databases or [removed: IT] [added: information technology] systems and could also result in legal, financial, reputational or business harm to AbbVie and potentially substantial remediation costs.

In addition, [removed: while AbbVie maintains] [added: AbbVie’s] cyber [removed: insurance, it cannot guarantee that such] insurance [removed: will] [added: may not] be sufficient to cover the financial, legal, business or reputational losses that may result from an interruption or breach of AbbVie [removed: systems.][added: systems or those of our third-party vendors.]

As of December 31, [removed: 2022,] [added: 2023,] the carrying value of AbbVie’s developed product rights and other intangible assets was [removed: $67.4] [added: $55.6] billion and the carrying value of AbbVie’s goodwill was [removed: $32.2] [added: $32.3] billion.

AbbVie determines original fair value and amortization periods for developed product rights based on its assessment of various factors impacting estimated [added: useful lives and cash flows of the acquired products.]

| [removed: 21] | | | [removed:  \| *2022 Form 10-K*] | | | [added: *2023 Form 10-K* \| ] | | | [added: 22] | | |

[removed: AbbVie's reputation and business could suffer harm as a result of counterfeit] or diverted drugs sold under its brand name which may also result in reduced revenues that could negatively affect our results of operation.

| [added: 23] | | | [added:  \| *2023 Form 10-K*] | | | [removed: *2022 Form 10-K* \| ] | | | [removed: 22] | | |

| [removed: 23] | | | [removed:  \| *2022 Form 10-K*] | | | [added: *2023 Form 10-K* \| ] | | | [added: 24] | | |

In particular, the IRA will have the effect of reducing prices and reimbursements for certain of our products, which could significantly impact AbbVie’s results of operations.

Under the IRA, the U.S Department of Health and Human Services can effectively set prices for certain single-source drugs and biologics reimbursed under Medicare Part B and Part D.

Generally, these government prices can apply as soon as nine years (for small-molecule drugs) or 13 years (for biological products) from their FDA approval and will be capped at a statutory ceiling price that is likely to represent a significant discount from average prices to wholesalers and direct purchasers.

In August 2023, the U.S. Department of Health and Human Services, through the CMS, selected Imbruvica as one of the first 10 medicines subject to government-set prices beginning in 2026.

The price-setting process will conclude by August 1, 2024, and on September 1, 2024, the CMS will publish prices that will be applicable to the 10 drugs in the Medicare program beginning January 1, 2026.

It is possible that more of our products, including products that generate substantial revenues, could be selected in future years, which could, among other things, accelerate revenue erosion prior to expiration of intellectual property protections.

In addition, beginning in January 2025, under the IRA, the 70% coverage gap discount program will be replaced by a 10% manufacturer discount for all Medicare Part D beneficiaries that have met their deductible and incurred out of pocket drug costs below a $2,000 threshold and a 20% discount for beneficiaries that have incurred out of pocket drug costs above the $2,000 threshold under the new Part D benefit redesign.

Manufacturers that fail to comply with the IRA may be subject to various penalties, including civil monetary penalties, which could be significant.

The IRA has and will continue to meaningfully impact AbbVie’s business strategies and those of others in the pharmaceutical industry.

The full impact of the IRA on AbbVie’s business and the pharmaceutical industry, including the implications to us of our or a competitor's product being selected for price setting, remains uncertain.

AbbVie cannot predict with certainty if additional government initiatives to contain health care

discarded and AbbVie may experience product shortages or incur added expenses.

Certain of these applications and systems are managed, hosted, provided or used by third parties.

Cybersecurity attacks and incidents are increasing in their frequency, sophistication and intensity and, due to the nature of some of these attacks, there

is a risk that they may remain undetected for a period of time.

AbbVie's reputation and business could suffer harm as a result of counterfeit

| | | | | | | | | | | | | |

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To the extent AbbVie's intellectual property is

In particular, the Inflation Reduction Act of

2022 requires (i) the government to negotiate prices for select high expenditure Medicare Part D drugs (prices effective beginning in 2026) and Part B drugs (prices effective beginning in 2028), (ii) manufacturers to pay a rebate for Medicare Part B and Part D drugs when prices for those drugs increase faster than inflation beginning in 2022 for Part D and 2023 for Part B, and (iii) a Medicare Part D redesign replacing the current coverage gap provisions and establishing a $2,000 cap for out-of-pocket costs for Medicare beneficiaries beginning in 2025, with manufacturers being responsible for 10% of costs up to the $2,000 cap and 20% after that cap is reached.

The Inflation Reduction Act is to be implemented through forthcoming agency action, the outcome of which cannot be reasonably determined with certainty.

For example, Humira competes with anti-

the conditions of use for a product.

For example, Allergan was named as a defendant in approximately 3,000 matters relating to the promotion and sale of prescription opioid pain relievers.

Allergan recently agreed to a nationwide settlement to resolve such matters, which will provide for up to $2.02 billion to help support state and local efforts to address opioid-related issues in the United States, among other things.

However, AbbVie cannot guarantee that the conditions to such settlement will be satisfied, or that additional suits will not be filed.

For example, the Inflation Reduction Act is to be implemented through forthcoming agency action, the outcome of which cannot be reasonably determined with certainty.

While the impact of COVID-19 on AbbVie’s operations, including, among others, its manufacturing and supply chain, sales and marketing, commercial and clinical trial operations, to date was not material, AbbVie experienced lower new patient starts in certain products and markets.

The impact of COVID-19 and other public health outbreaks on AbbVie over the long-term is uncertain and cannot be predicted with confidence.

The extent of the adverse impact of COVID-19 or any other public health outbreak on AbbVie’s operations will depend on the extent and severity of the continued spread of the disease globally, the timing and nature of actions taken to respond to it and the resulting economic consequences.

Ultimately, efforts to mitigate the impact of COVID-19 or any other public health outbreak may not completely prevent AbbVie's business from being adversely affected and future impacts remain uncertain.

In particular, in February 2022, armed conflict escalated between Russia and Ukraine.

In response thereto, the United States and other North Atlantic Treaty Organizations member states, as well as certain non-member states, announced targeted economic sanctions, embargoes and export controls on Russia and Belarus.

Although AbbVie is continuing to supply essential pharmaceutical products in Russia for humanitarian reasons while working to maintain compliance with evolving international sanctions, it has suspended operations for all aesthetics products in Russia.

AbbVie's operations in Russia, Belarus and Ukraine are not significant.

However, it is not possible to predict with certainty the continued consequences of this conflict, which, in addition to sanctions, have included regional instability, geopolitical shifts and adverse effects on macroeconomic conditions, currency exchange rates and financial markets.

Any such consequences could have an adverse impact on AbbVie's business and results of operations.

greater than expected costs, may take longer than expected to complete or encounter other difficulties, including the need for regulatory approval where appropriate.

useful lives and cash flows of the acquired products.

AbbVie's employees have options to purchase shares of its common stock as a result of conversion of their Abbott stock options (in whole or in part) to AbbVie stock options.

| | | | | | | *2022 Form 10-K* \|  | | | 24 | | |

This commentary should be read in conjunction with the Consolidated Financial Statements and accompanying notes appearing in Item 8, "Financial Statements and Supplementary Data." This section of Form 10-K generally discusses [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] items and year-to-year comparisons between [removed: 2022] [added: 2023] and [removed: 2021.][added: 2022.]

Discussions of [removed: 2020] [added: 2021] items and year-to-year comparisons between [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] that are not included in this Form 10-K can be found in “Management's Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2021.][added: 2022.]

Outside the United States, AbbVie sells products primarily to wholesalers or through distributors, and depending on the market works through largely centralized national payers [removed: system] [added: systems] to agree on reimbursement terms.

[removed: 2022] [added: 2023] Financial Results

AbbVie's strategy has focused on delivering strong financial results, maximizing the benefits of [removed: the Allergan acquisition,] [added: a diversified revenue base,] advancing and investing in its pipeline and returning value to shareholders while ensuring a strong, sustainable growth business over the long term.

The company's financial performance in [removed: 2022] [added: 2023] included delivering worldwide net revenues of [removed: $58.1] [added: $54.3] billion, operating earnings of [removed: $18.1] [added: $12.8] billion, diluted earnings per share of [removed: $6.63] [added: $2.72] and cash flows from operations of [removed: $24.9] [added: $22.8] billion.

Diluted earnings per share in [removed: 2022] [added: 2023] was [removed: $6.63] [added: $2.72] and included the following after-tax costs: (i) [removed: $6.4] [added: $6.7] billion related to the amortization of intangible assets; (ii) [removed: $2.8] [added: $5.0] billion for the change in fair value of contingent consideration liabilities; (iii) [removed: $2.0] [added: $3.5] billion [removed: for charges] related to [removed: litigation matters;] [added: intangible asset impairment; and] (iv) [removed: $766] [added: $122] million of acquisition and integration [removed: expenses; and (v) $604 million related to intangible asset impairment.][added: expenses.]

These costs were partially offset by an after-tax gain of [removed: $126] [added: $381] million related to [removed: the divestiture of Pylera and] a [removed: benefit] [added: favorable settlement] of [removed: $26 million related to certain tax items.][added: a litigation matter.]

| [added: 33] | | | [added:  \| *2023 Form 10-K*] | | | [removed: *2022 Form 10-K* \| ] | | | [removed: 32] | | |

[removed: 2023] [added: 2024] Strategic Objectives

AbbVie intends to execute its strategy and advance its mission in a number of ways, including: (i) maximizing the benefits of a diversified revenue base with multiple long-term growth drivers; (ii) leveraging AbbVie's commercial strength and international infrastructure across therapeutic areas and ensuring strong commercial execution of new product launches; (iii) continuing to invest in and expand its pipeline in support of opportunities in immunology, oncology, aesthetics, neuroscience and eye care as well as continued investment in key on-market products; (iv) generating substantial operating cash flows to support investment in innovative research and development, and return cash to shareholders via a strong and growing dividend while also [removed: reducing] [added: continuing to repay] debt.

- Skyrizi and Rinvoq revenue growth driven by increasing market share and [added: Skyrizi] indication expansion.

- Advancing our [removed: hematologic] oncology portfolio [added: driven] by [removed: increasing Venclexta market share and new indications,] [added: Venclexta,] strong commercial execution of [added: Epkinly, Elahere and other] new product launches and effectively managing [added: regulatory,] market and competitive challenges impacting Imbruvica.

- Neuroscience revenue growth driven by Vraylar, Botox Therapeutic, Ubrelvy and [removed: Qulipta.][added: Qulipta as well as strong commercial execution of new product launches.]

- [removed: Effectively managing] [added: Continuing to effectively manage] the impact of Humira biosimilar erosion.

- The favorable impact of pipeline products and indications recently approved or currently under regulatory review where approval is expected in [removed: 2023.][added: 2024.]

| [removed: 33] | | | [removed:  \| *2022 Form 10-K*] | | | [added: *2023 Form 10-K* \| ] | | | [added: 34] | | |

AbbVie's pipeline currently includes [removed: over 80] [added: approximately 90] compounds, devices or indications in development individually or under collaboration or license agreements and is focused on such important specialties as immunology, oncology, aesthetics, neuroscience and eye care.

- In [removed: June 2022,] [added: August 2023,] AbbVie [removed: announced that the] [added: submitted regulatory applications to] FDA [removed: approved] [added: and EMA for] Skyrizi for the treatment of adults with moderately to severely active [removed: Crohn’s disease.][added: ulcerative colitis.]

- In [removed: November 2022,] [added: April 2023,] AbbVie announced that the [removed: European Commission (EC)] [added: EC] approved [removed: Skyrizi] [added: Rinvoq] for the treatment of adults with moderately to severely active [removed: Crohn's] [added: Crohn’s] disease who have had [added: an] inadequate response, lost response or were intolerant to [added: either] conventional [added: therapy] or [added: a] biologic [removed: therapy.][added: agent.]

- In [removed: March 2022,] [added: May 2023,] AbbVie announced that the [removed: FDA] [added: U.S. Food and Drug Administration (FDA)] approved Rinvoq for the treatment of adults with moderately to severely active [removed: ulcerative colitis (UC)] [added: Crohn’s disease] who have had an inadequate response or intolerance to one or more tumor necrosis factor (TNF) blockers.

| [added: 35] | | | [added:  \| *2023 Form 10-K*] | | | [removed: *2022 Form 10-K* \| ] | | | [removed: 34] | | |

- In [removed: May 2022,] [added: November 2023,] AbbVie [removed: initiated a] [added: announced positive top-line results from the] Phase [removed: 3 clinical] [added: 2 LUMINOSITY] trial [removed: to evaluate Teliso-V versus docetaxel for the treatment of] [added: evaluating telisotuzumab-vedotin (Teliso-V) in] patients with [removed: previously treated] c-Met [removed: overexpressing,] [added: protein overexpression,] epidermal growth factor receptor wild type, advanced/metastatic [removed: non-squamous] [added: nonsquamous] non-small cell lung cancer.

- In [removed: September 2022,] [added: December 2023,] AbbVie and Genmab submitted a [added: supplemental] biological license application [removed: (BLA)] to the FDA for epcoritamab for the treatment of patients with [removed: relapsed/refractory large B-cell] [added: R/R follicular] lymphoma.

| [removed: 35] | | | [removed:  \| *2022 Form 10-K*] | | | [added: *2023 Form 10-K* \| ] | | | [added: 36] | | |

- In [removed: February 2022,] [added: May 2023,] AbbVie announced that the FDA approved [added: Skinvive by] Juvederm [removed: Volbella XC for improvement] [added: to improve skin smoothness] of [removed: infraorbital hollows] [added: the cheeks] in adults over the age of 21.

- In [removed: June 2022,] [added: April 2023,] AbbVie [removed: submitted an sNDA to] [added: announced that] the FDA [removed: for] [added: approved] Qulipta for the [removed: preventative] [added: preventive] treatment of chronic migraine in adults.

- In [removed: July 2022,] [added: August 2023,] AbbVie [removed: submitted an MAA to] [added: announced that] the [removed: EMA for Qulipta] [added: EC approved Aquipta (Qulipta)] for the [removed: prophylactic] [added: preventive] treatment of migraine in [removed: adult patients] [added: adults] who have [removed: at least] four [added: or more] migraine days per month.

- In [removed: May 2022,] [added: March 2023,] AbbVie [removed: submitted] [added: announced that the FDA issued] a [added: Complete Response Letter (CRL) for the] New Drug Application [removed: to the FDA] [added: (NDA)] for ABBV-951 (foscarbidopa/foslevodopa) for the treatment of motor fluctuations in [removed: patients] [added: adults] with advanced [removed: Parkinson's] [added: Parkinson’s] disease.

| [added: 37] | | | [added:  \| *2023 Form 10-K*] | | | [removed: *2022 Form 10-K* \| ] | | | [removed: 36] | | |

| years ended (dollars in millions) | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| United States | | | $ | [removed: 45,713] [added: 41,883] | | | | | $ | [removed: 43,510] [added: 45,713] | | | | | $ | [removed: 34,879] [added: 43,510] | | | | | [removed: 5.1] [added: (8.4)] | | % | | | | [removed: 24.7] [added: 5.1] | | % | | | | [removed: 5.1] [added: (8.4)] | | % | | | | [removed: 24.7] [added: 5.1] | | % |

| International | | | [removed: 12,341] [added: 12,435] | | | | | | [removed: 12,687] [added: 12,341] | | | | | | [removed: 10,925] [added: 12,687] | | | | | | [removed: (2.7)] [added: 0.8] | | % | | | | [removed: 16.1] [added: (2.7)] | | % | | | | [removed: 5.5] [added: 3.4] | | % | | | | [removed: 12.6] [added: 5.5] | | % |

| Net revenues | | | $ | [removed: 58,054] [added: 54,318] | | | | | $ | [removed: 56,197] [added: 58,054] | | | | | $ | [removed: 45,804] [added: 56,197] | | | | | [removed: 3.3] [added: (6.4)] | | % | | | | [removed: 22.7] [added: 3.3] | | % | | | | [removed: 5.1] [added: (5.9)] | | % | | | | [removed: 21.9] [added: 5.1] | | % |

| [removed: 37] | | | [removed:  \| *2022 Form 10-K*] | | | [added: *2023 Form 10-K* \| ] | | | [added: 38] | | |

| years ended December 31 (dollars in millions) | | | | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Humira | | | United States | | | | | | $ | [removed: 18,619] [added: 12,160] | | | | | $ | [removed: 17,330] [added: 18,619] | | | | | $ | [removed: 16,112] [added: 17,330] | | | | | [removed: 7.4] [added: (34.7)] | | % | | | | [removed: 7.6] [added: 7.4] | | % | | | | [removed: 7.4] [added: (34.7)] | | % | | | | [removed: 7.6] [added: 7.4] | | % |

| | | | International | | | | | | [removed: 2,618] [added: 2,244] | | | | | | [removed: 3,364] [added: 2,618] | | | | | | [removed: 3,720] [added: 3,364] | | | | | | [removed: (22.2)] [added: (14.3)] | | % | | | | [removed: (9.6)] [added: (22.2)] | | % | | | | [removed: (14.9)] [added: (11.8)] | | % | | | | [removed: (12.8)] [added: (14.9)] | | % |

| | | | Total | | | | | | $ | [removed: 21,237] [added: 14,404] | | | | | $ | [removed: 20,694] [added: 21,237] | | | | | $ | [removed: 19,832] [added: 20,694] | | | | | [removed: 2.6] [added: (32.2)] | | % | | | | [removed: 4.3] [added: 2.6] | | % | | | | [removed: 3.8] [added: (31.9)] | | % | | | | [removed: 3.7] [added: 3.8] | | % |

| Skyrizi | | | United States | | | | | | $ | [removed: 4,484] [added: 6,753] | | | | | $ | [removed: 2,486] [added: 4,484] | | | | | $ | [removed: 1,385] [added: 2,486] | | | | | [removed: 80.4] [added: 50.6] | | % | | | | [removed: 79.6] [added: 80.4] | | % | | | | [removed: 80.4] [added: 50.6] | | % | | | | [removed: 79.6] [added: 80.4] | | % |

- Successful integration of the ImmunoGen, Inc. and proposed Cerevel Therapeutics acquisitions.

- Aesthetics revenue growth driven by global expansion, increasing market penetration of Botox and Juvederm Collection and strong commercial execution of new product launches.

Worldwide net revenues decreased by 6% on a reported and constant currency basis due to Humira biosimilar competition which was partially offset by growth across the non-Humira product portfolio.

Regulation

The Inflation Reduction Act of 2022 has and will continue to have a significant impact on how drugs are covered and paid for under the Medicare program, including through the creation of financial penalties for drugs whose price increases outpace inflation, the redesign of Medicare Part D benefits to shift a greater portion of the costs to manufacturers, and through government price-setting for certain Medicare Part B and Part D drugs.

In 2023, Imbruvica was selected as one of the first 10 medicines subject to government-set prices beginning in 2026.

The price-setting process will conclude in 2024 and the Centers for Medicare & Medicaid Services will publish prices that will be applicable to the 10 selected drugs beginning in 2026.

It is possible that more of our products, including products that generate substantial revenues, could be selected in future years, which could, among other things, accelerate revenue erosion prior to expiration of intellectual property protections.

The effect of reducing prices and reimbursement for certain of our products would significantly impact our results of operations.

See Part I, Item 1 “Business – Regulation – Commercialization, Distribution and Manufacturing,” Part I, Item 1A “Risk Factors” and Note 7 to the consolidated financial statements for additional information.

- In March 2023, the European Commission (EC) issued their final decision on the European Medicines Agency’s (EMA) review of the benefit-risk of medicines in the JAK inhibitor class for the treatment of inflammatory diseases, including Rinvoq.

Confirming the Committee for Medicinal Products for Human Use (CHMP) opinion, the previously approved Rinvoq indication statements were not changed and the dosage and special warnings for all JAK inhibitors were updated to include additional information about the risks associated with JAK inhibitors.

- In July 2023, AbbVie initiated its Phase 3 Step-Up HS study to evaluate efficacy and safety of Rinvoq in adults and adolescents with moderate to severe hidradenitis suppurativa (HS) who have failed anti-TNF therapy and/or one approved non-anti-TNF inhibitor therapy for HS.

- In August 2023, AbbVie initiated its Phase 3 Select-SLE study to evaluate Rinvoq in moderate to severe systemic Lupus Erythematosus.

- In January 2024, AbbVie initiated a Phase 3 study to evaluate Rinvoq in adults and adolescents with non-segmental vitiligo who are eligible for systemic therapy.

- In March 2023, AbbVie announced positive top-line results from its Phase 3 induction study, INSPIRE, for Skyrizi in patients with moderately to severely active ulcerative colitis met the primary and all secondary endpoints.

- In June 2023, AbbVie announced positive top-line results from its Phase 3 maintenance study, COMMAND, for Skyrizi in patients with moderately to severely active ulcerative colitis met the primary and key secondary endpoints.

- In July 2023, AbbVie announced results from the head-to-head Phase 4 IMMpulse study that evaluated the efficacy and safety of Skyrizi compared to Otezla among adult patients with moderate plaque psoriasis (PsO) eligible for systemic therapy.

In the study, significantly more patients achieved co-primary endpoints with Skyrizi versus Otezla.

Skyrizi was well-tolerated with no new safety signals identified.

- In September 2023, AbbVie announced results from the head-to-head Phase 3 SEQUENCE study that evaluated the efficacy and safety of Skyrizi compared to Stelara among adult patients with moderately to severely active Crohn’s disease.

In the study, Skyrizi met both primary endpoints at week 24 and achieved superiority of endoscopic remission at week 48 versus Stelara.

In addition, all secondary endpoints achieved statistical significance for superiority versus Stelara.

Skyrizi was well-tolerated with no new safety signals identified.

Lutikizumab

- In January 2024, AbbVie announced Phase 2 results showing adults with moderate to severe hidradenitis suppurativa (HS) who had previously failed anti-TNF therapy who received lutikizumab achieved higher response rates than placebo in the primary endpoint of achieving HS Clinical Response at week 16.

Based on these data, AbbVie will advance its clinical program of lutikizumab in HS to Phase 3.

Epkinly

- In March 2023, AbbVie initiated a Phase 3 clinical trial to evaluate epcoritamab in combination with R-CHOP compared to R-CHOP in patients with newly diagnosed diffuse large B-cell lymphoma (DLBCL).

- In May 2023, AbbVie announced that the FDA approved Epkinly (epcoritamab) as the first bispecific antibody to treat adult patients with relapsed or refractory (R/R) DLBCL.

- In September 2023, AbbVie announced that the EC approved Tepkinly (epcoritamab) for adults with R/R DLBCL after two or more lines of systemic therapy.

- In November 2023, AbbVie announced that the FDA granted Breakthrough Therapy Designation to Epkinly for the treatment of adult patients with R/R follicular lymphoma after two or more therapies.

Additionally, the EMA has validated a Type II application for Tepkinly for the same indication.

- In May 2023, AbbVie voluntarily withdrew, in the U.S., accelerated Imbruvica approvals for patients with mantle cell lymphoma (MCL) who have received at least one prior therapy and with marginal zone lymphoma (MZL) who require systemic therapy and have received at least one prior anti-CD20-based therapy.

This voluntary action is due to requirements related to the accelerated approval status granted by the FDA for MCL and MZL.

Other approved indications for Imbruvica in the U.S. are not affected.

Navitoclax

- In July 2023, AbbVie announced top-line results from the Phase 3 TRANSFORM-1 clinical trial evaluating the safety and efficacy of navitoclax, a BCL-XL/BCL-2 inhibitor, in combination with ruxolitinib in adult patients with primary or secondary myelofibrosis (MF).

The combination of navitoclax and ruxolitinib met the study’s primary endpoint, demonstrating statistically significant improvement in the number of patients who achieved Spleen Volume Reduction of at least 35 percent at week 24 compared to treatment with ruxolitinib and a placebo.

The study did not meet the first ranked secondary endpoint of improvement in patients’ Total Symptom Score from baseline to week 24.

Worldwide net revenues increased by 3% on a reported basis and 5% on a constant currency basis, reflecting growth across its immunology, neuroscience and aesthetics portfolios.

Following the closing of the Allergan acquisition in 2020, AbbVie implemented an integration plan designed to reduce costs, integrate and optimize the combined organization.

As a result of the successful execution of the integration plan, AbbVie realized $2.5 billion of annual cost synergies in 2022.

To achieve these integration objectives, AbbVie incurred total cumulative charges of $2.3 billion through 2022.

These costs consisted of severance and employee benefit costs (cash severance, non-cash severance, including accelerated equity award compensation expense, retention and other termination benefits) and other integration expenses.

Recent Global Events

Russia/Ukraine

In response to the military conflict between Russia and Ukraine, the United States and other North Atlantic Treaty Organization member states, as well as certain non-member states, announced targeted economic sanctions and export controls on Russia and Belarus.

These include restrictions on the export and transfer of products containing certain toxins, including Botox, to Russia and Belarus.

However, AbbVie is not prohibited to continue the sale of essential pharmaceutical products to help ensure patients receive an uninterrupted supply of their medicines.

In March 2022, AbbVie announced the suspension of operations for all aesthetics products in Russia.

In April 2022, AbbVie also announced that all profits from the sales of essential medicines in Russia will be donated to support direct humanitarian relief efforts in Ukraine.

While the company’s operations in Russia, Belarus and Ukraine are not significant, if the conflict escalates and results in broader economic and political concerns, AbbVie’s business could be adversely impacted.

Impact of the Coronavirus Disease 2019 (COVID-19)

In response to COVID-19, AbbVie continues to closely manage manufacturing and supply chain resources around the world to help ensure that patients continue to receive an uninterrupted supply of their medicines.

Clinical trial sites are being monitored locally to protect the safety of study participants, staff and employees.

While the impact of COVID-19 on AbbVie's operations to date has not been material, AbbVie continues to experience lower new patient starts in certain products and markets.

AbbVie expects this matter could continue to negatively impact its results of operations throughout the duration of the pandemic.

The extent to which COVID-19 may impact AbbVie's financial condition and results of operations remains uncertain and is dependent on numerous evolving factors, including the measures being taken by authorities to mitigate against the spread of COVID-19, the emergence of new variants and the effectiveness of vaccines and therapeutics.

- Continuing investment in the global expansion of aesthetics and increasing market penetration of Botox and Juvederm Collection.

- In January 2022, AbbVie announced that the U.S. Food and Drug Administration (FDA) approved Skyrizi for the treatment of adults with active psoriatic arthritis.

- In January 2022, AbbVie announced that the FDA approved Rinvoq for the treatment of moderate to severe atopic dermatitis in adults and children 12 years of age and older whose disease did not respond to previous treatment and is not well controlled with other pills or injections, including biologic medicines, or when use of other pills or injections is not recommended.

- In February 2022, AbbVie announced top-line results from its second Phase 3 induction study, U-Excel, for Rinvoq in patients with moderate to severe Crohn’s disease who had an inadequate response or were intolerant to conventional or biologic therapy met the primary and most key secondary endpoints.

- In April 2022, AbbVie announced that the FDA approved Rinvoq for the treatment of adults with active ankylosing spondylitis who have had an inadequate response or intolerance to one or more TNF blockers.

- In May 2022, AbbVie announced positive top-line results from U-ENDURE, a Phase 3 maintenance study for Rinvoq in adult patients with moderate to severe Crohn's disease who had an inadequate response or were intolerant to a conventional or biologic therapy.

The results showed that more patients treated with Rinvoq achieved the co-primary and secondary endpoints at one year compared to placebo.

- In July 2022, AbbVie announced that the EC approved Rinvoq for the treatment of adults with moderately to severely active UC who have had an inadequate response, lost response or were intolerant to either conventional therapy or a biologic agent.

- In July 2022, AbbVie announced its submission of a supplemental New Drug Application (sNDA) to the FDA and a marketing authorization application (MAA) to the EMA for Rinvoq for the treatment of adult patients with moderately to severely active Crohn’s disease.

- In July 2022, AbbVie announced that the EC approved Rinvoq for the treatment of adult patients with active non-radiographic axial spondyloarthritis (nr-axSpA).

- In October 2022, AbbVie announced that the FDA approved Rinvoq for the treatment of adults with active nr-axSpA with objective signs of inflammation who have had an inadequate response or intolerance to TNF blocker therapy.

- In November 2022, AbbVie announced that the EMA's Committee for Medical Products for Human Use (CHMP) adopted an opinion following a review of the benefit-risk of medicines within the JAK inhibitor class for the treatment of inflammatory diseases, including Rinvoq.

Confirming the recommendation from the Pharmacovigilance Risk Assessment Committee (PRAC), the CHMP did not recommend changes to the current Rinvoq indication statements and recommended updates to dosage and special warnings for all JAK inhibitor products indicated for the treatment of inflammatory diseases.

These recommendations will be forwarded to the EC, which is expected to issue a final decision.

- In January 2022, AbbVie announced that the FDA granted Breakthrough Therapy Designation to investigational telisotuzumab vedotin (Teliso-V) for the treatment of patients with advanced/metastatic epidermal growth factor receptor wild type, nonsquamous non-small cell lung cancer with high levels of c-Met overexpression whose disease has progressed on or after platinum-based therapy.

Epcoritamab

- In March 2022, Genmab A/S (Genmab) announced that the FDA granted orphan-drug designation to the investigational medicine, epcoritamab (DuoBody-CD3xCD20), for the treatment of follicular lymphoma.

Genmab and AbbVie are co-developing epcoritamab and will share commercial responsibilities in the U.S. and Japan, with AbbVie responsible for further global commercialization.

- In June 2022, AbbVie and Genmab announced primary results from the large B-cell lymphoma expansion cohort in the EPCORE NHL-1 phase 2 clinical trial evaluating epcoritamab, an investigational subcutaneous bispecific antibody.

In this study, epcoritamab demonstrated efficacy with durable responses in patients who had previously received at least two prior lines of anti-lymphoma therapy including chimeric antigen receptor T-cell therapy.

- In October 2022, AbbVie and Genmab submitted an MAA to the EMA for epcoritamab for the treatment of patients with relapsed/refractory diffuse large B-cell lymphoma.

The following table reflects the total foreign currency forward exchange contracts outstanding at December 31, [removed: 2022] [added: 2023] and [removed: 2021:][added: 2022:]

| Canadian dollar | | | [removed: 1,302] [added: 1,244] | | | | | | [removed: 1.312] [added: 1.329] | | | | | | [removed: 40] [added: (8)] | | | | | | [removed: 571] [added: 1,302] | | | | | | [removed: 1.258] [added: 1.312] | | | | | | [removed: 9] [added: 40] | | |

| British pound | | | [removed: 772] [added: 505] | | | | | | [removed: 1.234] [added: 1.271] | | | | | | [removed: (8)] [added: (1)] | | | | | | [removed: 605] [added: 772] | | | | | | [removed: 1.331] [added: 1.234] | | | | | | [removed: 9] [added: (8)] | | |

| Chinese yuan | | | [removed: 596] [added: 479] | | | | | | [removed: 7.024] [added: 7.104] | | | | | | [removed: (5)] [added: —] | | | | | | [removed: 673] [added: 596] | | | | | | [removed: 6.400] [added: 7.024] | | | | | | [removed: (1)] [added: (5)] | | |

| All other currencies | | | [removed: 1,954] [added: 2,263] | | | | | | n/a | | | | | | [removed: (2)] [added: (31)] | | | | | | [removed: 1,549] [added: 1,954] | | | | | | n/a | | | | | | [removed: 5] [added: (2)] | | |

The company estimates that a 10% appreciation in the underlying currencies being hedged from their levels against the U.S. dollar, with all other variables held constant, would decrease the fair value of foreign exchange forward contracts by [removed: $1.4] [added: $1.6] billion at December 31, [removed: 2022.][added: 2023.]

As of December 31, [removed: 2022,] [added: 2023,] the company has [removed: €5.9] [added: €5.4] billion aggregate principal amount of unsecured senior Euro notes outstanding, which are exposed to foreign currency risk.

The company estimates that an increase in interest rates of 100 basis points would adversely impact the fair value of AbbVie's interest rate swap contracts by approximately [removed: $155] [added: $216] million at December 31, [removed: 2022.][added: 2023.]

The company estimates that an increase of 100 basis points in long-term interest rates would decrease the fair value of long-term debt by [removed: $4.2] [added: $3.9] billion at December 31, [removed: 2022.][added: 2023.]

| [added: 49] | | | [added:  \| *2023 Form 10-K*] | | | [removed: *2022 Form 10-K* \| ] | | | [removed: 48] | | |

| | | | 2023 | | | | | | | | | | | | | | | | | | 2022 | | | | | | | | | | | | | | |

| Euro | | | $ | 10,707 | | | | | 1.107 | | | | | | $ | (99) | | | | | $ | 8,507 | | | | | 1.071 | | | | | | $ | 9 | |

| Japanese yen | | | 726 | | | | | | 139.636 | | | | | | 2 | | | | | | 567 | | | | | | 133.271 | | | | | | (3) | | |

| Total | | | $ | 15,924 | | | | | | | | | | | $ | (137) | | | | | $ | 13,698 | | | | | | | | | | | $ | 31 | |

| | | | 2022 | | | | | | | | | | | | | | | | | | 2021 | | | | | | | | | | | | | | |

| Euro | | | $ | 8,507 | | | | | 1.071 | | | | | | $ | 9 | | | | | $ | 10,253 | | | | | 1.155 | | | | | | $ | 195 | |

| Japanese yen | | | 567 | | | | | | 133.3 | | | | | | (3) | | | | | | 602 | | | | | | 113.3 | | | | | | 9 | | |

| Total | | | $ | 13,698 | | | | | | | | | | | $ | 31 | | | | | $ | 14,253 | | | | | | | | | | | $ | 226 | |

| 1 | | | [removed: ] [added: ] \| [removed: *2022] [added: *2023] Form 10-K* | | | | | | | | |

Humira is sold in numerous other markets worldwide, including Japan, China, Brazil and Australia, and accounted for approximately [removed: 37%] [added: 27%] of AbbVie's total net revenues in [removed: 2022.][added: 2023.]

| [removed: Adult] Crohn's disease (moderate to severe) | | | | | | U.S., Canada, European Union | | |

| Ulcerative colitis [added: (moderate to severe)] | | | | | | U.S., European Union | | |

In the United States, Rinvoq is indicated for both the treatment of moderate to severe active rheumatoid arthritis, for active psoriatic arthritis, for [removed: moderately] [added: moderate] to [removed: severely] [added: severe] active ulcerative colitis, for active ankylosing spondylitis and for active non-radiographic axial spondyloarthritis in adult patients who have an inadequate response or intolerance to one or more TNF blockers.

It is also indicated for the treatment of [added: Crohn's disease in adult patients who have an inadequate response or intolerance to one or more TNF blockers and for] moderate to severe atopic dermatitis in adults and children 12 years of age and older whose disease is not adequately controlled with other systemic drug products, including biologics, or when use of those therapies are inadvisable.

It is also indicated for the treatment of [added: Crohn's disease in adult patients who have an inadequate response or intolerance to one or more TNF blockers and for] moderate to severe atopic dermatitis in adults and children 12 years of age and older, and for moderately to severely active ulcerative colitis in adults.

*Venclexta/Venclyxto.* Venclexta (venetoclax) is a B-cell lymphoma 2 (BCL-2) inhibitor used to treat [removed: hematological malignancies.][added: blood cancers.]

| | | | | | | [removed: *2022] [added: *2023] Form 10-K* [removed: \| ] [added: \| ] | | | 2 | | |

[added: In addition, Venclexta] is approved in combination with azacitidine, or decitabine, or low-dose cytarabine to treat adults with newly-diagnosed acute myeloid leukemia who are 75 years of age or older or have other medical conditions that prevent the use of standard chemotherapy.

Ubrelvy is commercialized in the United States, Israel, Saudi Arabia, United Arab Emirates and [removed: has been approved in] Canada.

*Qulipta.* Qulipta (atogepant) is a calcitonin gene-related peptide receptor antagonist indicated for the preventive treatment of episodic [added: and chronic] migraine in adults.

| 3 | | | [removed: ] [added: ] \| [removed: *2022] [added: *2023] Form 10-K* | | | | | | | | |

*Other eye care.* Other eye care products include [removed: Ozurdex,] Refresh/Optive, Xen and Durysta.

In [removed: 2022,] [added: 2023,] three wholesale distributors (McKesson Corporation, Cardinal Health, Inc. and AmerisourceBergen Corporation) accounted for substantially all of AbbVie's pharmaceutical product sales in the United States.

No individual wholesaler accounted for greater than 39% of AbbVie's [removed: 2022] [added: 2023] gross revenues in the United States.

Outside the United States, AbbVie sells products primarily to wholesalers or through distributors, and depending on the market works through largely centralized national payers [removed: system] [added: systems] to agree on reimbursement terms.

| | | | | | | [removed: *2022] [added: *2023] Form 10-K* [removed: \| ] [added: \| ] | | | 4 | | |

For example, AbbVie's immunology products compete with anti-TNF products, JAK inhibitors and other competitive products intended to treat a number of disease states, and AbbVie's oncology products compete with BTK [removed: inhibitors.][added: inhibitors and other competitive products intended to treat certain cancers.]

Humira is [removed: now] facing direct biosimilar competition [removed: in Europe, the United States and other countries,] [added: globally,] and AbbVie will continue to face competitive pressure from these biologics and from orally administered products.

Approval by the FDA is dependent upon many factors, including a showing that the biosimilar is "highly similar" to the original product and has no clinically meaningful differences from the original product in [removed: terms of safety, purity and potency.]

The length of the patent extension is roughly based on 50 percent of the period of time from the filing of an Investigational New Drug Application (NDA) for a [added: compound to the submission of the NDA for such compound, plus 100 percent of the time period from NDA submission to regulatory approval.]

| 5 | | | [removed: ] [added: ] \| [removed: *2022] [added: *2023] Form 10-K* | | | | | | | | |

The law also includes an extensive process for the innovator biologic and biosimilar manufacturer to litigate patent [removed: infringement, validity and enforceability.]

These patents and applications, including various patents that expire during the period [removed: 2023] [added: 2024] to the [removed: early] [added: mid] 2040s, in aggregate are believed to be of material importance in the operation of AbbVie’s business.

However, AbbVie believes that no single patent, license, trademark (or related group of patents, licenses, or trademarks), [removed: except for those related to adalimumab (which is sold under the trademark Humira),] are material in relation to the company’s business as a whole.

AbbVie seeks to protect its technology and product candidates, in part, by confidentiality agreements with its employees, consultants, advisors, [added: contractors and collaborators.]

| | | | | | | [removed: *2022] [added: *2023] Form 10-K* [removed: \| ] [added: \| ] | | | 6 | | |

In addition, certain medical devices and components necessary for the manufacture of [removed: AbbVie products are provided by unaffiliated third party suppliers.]

| 7 | | | [removed: ] [added: ] \| [removed: *2022] [added: *2023] Form 10-K* | | | | | | | | |

[removed: In addition, as a condition of approval, the FDA may require post-marketing testing and surveillance to further] assess and monitor the product's safety or efficacy after commercialization, which may require additional clinical trials, patient registries, observational data or additional work on chemistry, manufacturing and controls.

Japan-specific trials and/or bridging studies to demonstrate that the non-Japanese clinical data applies to Japanese patients [removed: may be] [added: are usually] required.

| | | | | | | [removed: *2022] [added: *2023] Form 10-K* [removed: \| ] [added: \| ] | | | 8 | | |

| 9 | | | [removed: ] [added: ] \| [removed: *2022] [added: *2023] Form 10-K* | | | | | | | | |

[added: The Veterans Health Care] Act of 1992 also established the 340B drug discount program, which requires pharmaceutical manufacturers to provide products at reduced prices to various designated health care entities and facilities.

| | | | | | | [removed: *2022] [added: *2023] Form 10-K* [removed: \| ] [added: \| ] | | | 10 | | |

A Class III device may have significant additional obligations imposed in its conditions of approval, and the time in which it takes [removed: to obtain approval can be long.]

| 11 | | | [removed: ] [added: ] \| [removed: *2022] [added: *2023] Form 10-K* | | | | | | | | |

AbbVie's capital expenditures for pollution control in [removed: 2022] [added: 2023] were approximately [removed: $12] [added: $16] million and operating expenditures were approximately [removed: $35] [added: $43] million.

In [removed: 2023,] [added: 2024,] capital expenditures for pollution control are estimated to be approximately [removed: $9] [added: $22] million and operating expenditures are estimated to be approximately [removed: $37] [added: $45] million.

| Crohn's disease (moderate to severe) | | | | | | U.S., European Union | | |

*Epkinly*.

Epkinly (epcoritimab) is a product used to treat adults with certain types of diffuse large B-cell lymphoma (DLBCL) and high-grade B-cell lymphoma that has recurred or that does not respond to previous treatment after receiving two or more treatments.

Epkinly is administered as a subcutaneous injection.

*Elahere.* Elahere (mirvetuximab soravtansine-gynx) is an antibody-drug conjugate (ADC) used to treat certain types of cancer.

On November 14, 2022, the FDA granted accelerated approval for the treatment of adult patients with FRα positive, platinum-resistant epithelial ovarian, fallopian tube, or primary peritoneal cancer, who have received one to three prior systemic treatment regimens.

Continued approval may be contingent upon verification and description of clinical benefit in a confirmatory trial.

Qulipta is commercialized in the United States and Canada and is approved in the European Union under the brand name Aquipta.

*Ozurdex*.

Ozurdex (dexamethasone intravitreal implant) is a corticosteroid implant that slowly releases medication over time.

Injected directly into the back of the eye, it dissolves naturally and does not need to be removed.

Ozurdex is indicated for the treatment of adult patients with visual impairment due to diabetic macular oedema (DME), adult patients with macular oedema following either Branch Retinal Vein Occlusion (BRVO) or Central Retinal Vein Occlusion (CRVO) and patients with inflammation of the posterior segment of the eye presenting as non-infectious uveitis.

Ozurdex® is commercially available in the United States and numerous markets around the world.

terms of safety, purity and potency.

infringement, validity and enforceability.

AbbVie products are provided by unaffiliated third party suppliers.

AbbVie has robust business continuity and supplier monitoring programs.

In addition, as a condition of approval, the FDA may require post-marketing testing and surveillance to further

The Inflation Reduction Act of 2022 (the IRA) requires: (i) the government to set prices for select high expenditure Medicare Part D drugs (prices effective beginning in 2026) and Part B drugs (prices effective beginning in 2028) that are more than nine years (for small-molecule drugs) or 13 years (for biological products) from their FDA approval, (ii) manufacturers to pay a rebate for Medicare Part B and Part D drugs when prices for those drugs increase faster than inflation beginning in 2022 for Part D and 2023 for Part B, and (iii) a Medicare Part D redesign replacing the current coverage gap provisions and establishing a $2,000 cap for out-of-pocket costs for Medicare beneficiaries beginning in 2025, with manufacturers being responsible for 10% of costs up to the $2,000 cap and 20% after that cap is reached.

In August 2023, the U.S. Department of Health and Human Services, through the Centers for Medicare & Medicaid Services (the CMS), selected Imbruvica as one of the first 10 medicines subject to government-set prices beginning in 2026.

The price-setting process will conclude by August 1, 2024, and on September 1, 2024, the CMS will publish prices that will be applicable to the 10 drugs in the Medicare program beginning January 1, 2026.

It is possible that more of our products, including products that generate substantial revenues,

could be selected in future years, which could, among other things, accelerate revenue erosion prior to expiration of intellectual property protections.

The effect of reducing prices and reimbursement would significantly impact revenues for certain of our products.

to obtain approval can be long.

Additional information about AbbVie's Equity, Equality, Diversity and

| | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| 13 | | |  \| *2023 Form 10-K* | | | | | | | | |

Inclusion efforts can be found on the company's website at: https://www.abbvie.com/who-we-are/equity-equality-inclusion-diversity.html.

In addition, Venclexta

Qulipta is commercialized in the United States and has recently been approved for use in Canada.

It is an 8-week, pan-genotypic treatment for patients without cirrhosis and following the EXPEDITION-8 study, also in patients with compensated cirrhosis who are new to treatment.

compound to the submission of the NDA for such compound, plus 100 percent of the time period from NDA submission to regulatory approval.

AbbVie has entered into settlement and license agreements with several adalimumab biosimilar manufacturers.

Under the agreements, the licenses in the United States begin in 2023 and the licenses in Europe began in 2018.

contractors and collaborators.

Despite the disruption to the global supply chain caused by COVID-19, AbbVie has continued to supply patients with no material supply impact, except for the previously-disclosed supply issues impacting Lupron.

Given the general increased global volatility due to the pandemic, AbbVie is monitoring and taking actions to mitigate potential supply shortages which may impact the fulfillment of product demand.

The Veterans Health Care

AbbVie has also invested in integrated inclusive practices across the end-to-end hiring process and introduced Inclusive Recruitment Live Trainings, as a requirement for all people leaders and recruiters.

In 2022, we implemented "Where We Work", AbbVie's hybrid work model, offering eligible employees predictable flexibility.

In recent years, AbbVie's board of directors has prioritized oversight of AbbVie's response to the U.S. racial justice movement, including overseeing internal programs designed to ensure that AbbVie is attracting, retaining and developing diverse talent.

In 2021, AbbVie reiterated its commitment to racial equality and social justice by, among other things, expanding its employee matching program to $3-to-$1 for donations to civil rights nonprofits fostering racial equity and by reaffirming its commitment to clinical trial diversity.

Additional information about AbbVie's efforts on racial equality and social justice is provided on the company's website at: https://abbvie.com/our-company/equality-inclusion-diversity/our-commitment-to-racial-justice.html.

For the fiscal year ended December 31, [removed: 2022][added: 2023]

[removed: ][added: ]

The aggregate market value of the [removed: 1,751,453,358] [added: 1,748,902,939] shares of voting stock held by non-affiliates of the registrant, computed by reference to the closing price as reported on the New York Stock Exchange, as of the last business day of AbbVie Inc.'s most recently completed second fiscal quarter (June 30, [removed: 2022),] [added: 2023),] was [removed: $268,252,598,311.][added: $235,629,692,915.]

Portions of the [removed: 2023] [added: 2024] AbbVie Inc. Proxy Statement are incorporated by reference into Part III.

The Definitive Proxy Statement will be filed on or about March [removed: 20, 2023.][added: 18, 2024.]

FOR THE YEAR ENDED DECEMBER 31, [removed: 2022][added: 2023]

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| | | | [INFORMATION ABOUT OUR EXECUTIVE [removed: OFFICERS](#i8aa2d13e9ab74474a8ce0ca02e5f47bc_37)] [added: OFFICERS](#i891ae87e1630411bb99f581d920680e3_34)] | | | [removed: [27](#i8aa2d13e9ab74474a8ce0ca02e5f47bc_37)] [added: [28](#i891ae87e1630411bb99f581d920680e3_34)] | | |

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Number of common shares outstanding as of January 31, 2024: 1,766,473,359

| [PART I](#i891ae87e1630411bb99f581d920680e3_10) | | | | | | | | |

| [I](#i891ae87e1630411bb99f581d920680e3_15942918604945)[tem 1C](#i891ae87e1630411bb99f581d920680e3_15942918604945) | | | [C](#i891ae87e1630411bb99f581d920680e3_15942918604945)[Y](#i891ae87e1630411bb99f581d920680e3_15942918604945)[BERSECURITY](#i891ae87e1630411bb99f581d920680e3_15942918604945) | | | [25](#i891ae87e1630411bb99f581d920680e3_15942918604945) | | |

| [PART II](#i891ae87e1630411bb99f581d920680e3_37) | | | | | | | | |

| [PART III](#i891ae87e1630411bb99f581d920680e3_208) | | | | | | | | |

| [PART IV](#i891ae87e1630411bb99f581d920680e3_226) | | | | | | | | |

| | | | [SIGNATURES](#i891ae87e1630411bb99f581d920680e3_235) | | | [109](#i891ae87e1630411bb99f581d920680e3_235) | | |

| 1.500% Senior Notes due 2023 | | | | | | ABBV23B | | | | | | New York Stock Exchange | | |

Number of common shares outstanding as of January 31, 2023: 1,769,399,971

| [PART I](#i8aa2d13e9ab74474a8ce0ca02e5f47bc_10) | | | | | | | | |

| [PART II](#i8aa2d13e9ab74474a8ce0ca02e5f47bc_40) | | | | | | | | |

| [PART III](#i8aa2d13e9ab74474a8ce0ca02e5f47bc_211) | | | | | | | | |

| [PART IV](#i8aa2d13e9ab74474a8ce0ca02e5f47bc_229) | | | | | | | | |

| | | | [SIGNATURES](#i8aa2d13e9ab74474a8ce0ca02e5f47bc_238) | | | [111](#i8aa2d13e9ab74474a8ce0ca02e5f47bc_238) | | |

We rely on complex information technology systems and various software applications to operate our business.

We have developed a comprehensive cybersecurity program designed to protect our systems and the confidentiality, integrity and availability of our data.

We have implemented processes that are intended to assess, identify, manage and reduce cybersecurity risks.

We maintain a global incident response plan and disaster recovery management plan, each designed to protect against, identify, evaluate, respond to and recover from an incident.

These plans anticipate an array of potential scenarios and provide for the assembly of a cybersecurity incident response team in the event of a cyber incident.

The incident response team is a cross-functional group that may be composed of both company personnel and external service providers, and which is tailored to a particular incident so that individuals with appropriate experience and expertise are available.

We regularly conduct exercises to help ensure the plans’ effectiveness and our overall preparedness.

We also have invested in tools and technologies to protect our and our patients', customers' and business partners' data and information technology, and we regularly monitor our information technology systems and infrastructure to identify and assess cybersecurity risks.

We have designed a Threat Intelligence function that actively looks for risks that target the pharmaceutical industry generally or AbbVie specifically.

We rely in part on third parties (including assessors, consultants, advisors and others) in connection with our processes for assessing, identifying, managing and reducing cyber risks.

In addition, we have implemented a cybersecurity awareness program designed to educate and train our entire employee network on how to identify and report cybersecurity threats.

Training programs are conducted on a periodic basis and are focused on giving employees tools to manage and defend against the most relevant and prevalent cybersecurity risks to AbbVie.

We also provide specialized training for employees in specialized information technology roles.

We conduct regular drills, such as tabletop exercises, to help with our overall preparedness.

We take measures to regularly update and improve our cybersecurity program, including conducting independent program assessments, penetration testing and scanning of our systems for vulnerabilities.

We follow the National Institute of Standards and Technology (NIST) Cybersecurity Framework and undergo a third-party assessment every two years to measure the maturity of our cybersecurity program against the NIST Cybersecurity Framework.

In addition, we periodically engage third-party advisors to assess the effectiveness and capabilities of our cybersecurity program, strengthen our cybersecurity policies and practices and identify potential vulnerabilities of our systems.

With respect to third-party service providers, our information security program includes conducting due diligence of relevant service providers’ information security programs prior to onboarding.

We also contractually require third-party service providers with access to our information technology systems, sensitive business data or personally identifiable

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| 25 | | |  \| *2023 Form 10-K* | | | | | | | | |

information to implement and maintain appropriate security controls and contractually restrict their ability to use our data, including personally identifiable information, for purposes other than to provide services to us, except as required by law.

To oversee the risks associated with these service providers, we work with them to help ensure that their cybersecurity protocols are appropriate to the risk presented by their access to or use of our systems and/or data, including notification and coordination concerning incidents occurring on third-party systems that may affect us.

These relevant service providers are contractually required to notify us promptly of information security incidents that may affect our systems or data, including personally identifiable information.

While we conduct due diligence on the security and business controls of our third-party service providers and take steps to monitor their compliance with our security requirements, we may not have the ability in all cases to effectively monitor or oversee the implementation of these control measures.

As of December 31, 2023, cybersecurity risks have not materially affected our business, strategy, results of operations, or financial condition.

Although we have invested in the protection of our data and information technology and monitor our systems on an ongoing basis, there can be no assurance that such efforts will in the future prevent material compromises to our information technology systems that could have a material adverse effect on our business.

We maintain cybersecurity insurance coverage to mitigate our financial exposure to certain incidents.

For additional information about our cybersecurity risks, see Item 1A, "Risk Factors - AbbVie depends on information technology and a failure of, or significant disruption to, those systems could have a material adverse effect on AbbVie's business."

Our board of directors has risk oversight responsibility for AbbVie and administers this responsibility both directly and with assistance from its committees.

Each of the committees periodically reports to the board of directors on its risk oversight activities.

Cybersecurity is a critical component of our enterprise risk management program, which is designed to be business aligned, risk-focused and multi-faceted to protect our and our patients', customers' and business partners' data.

Our board of directors is actively involved in reviewing our information security and technology risks and opportunities (including cybersecurity) and discusses these topics on a regular basis.

The Audit Committee, comprised solely of independent directors, oversees our enterprise risk management program and assists the board of directors in fulfilling its oversight responsibility with respect to our information security and technology risks (including cybersecurity), which are fully integrated into our enterprise risk management program.

The Audit Committee reviews and discusses our information security and technology risks (such as cybersecurity), including our information security and risk management programs.

Our cybersecurity program is led by our Chief Information Security Officer, who is responsible for assessing and managing our information security and technology risks (including cybersecurity).

He has more than 25 years of experience in information security and information technology risk management, holding chief information security officer positions with Fortune 500 companies in the retail, healthcare and life sciences industries.

He has also served on the Health-ISAC board of directors and is a Certified Information System Security Professional (CISSP).

Our Chief Information Security Officer meets regularly with our information technology teams as well as other members of management to review and discuss our cybersecurity and other information technology risks and opportunities.

As of December 31, [removed: 2022,] [added: 2023,] AbbVie owns or leases approximately [removed: 637] [added: 620] facilities worldwide, containing an aggregate of approximately [removed: 19] [added: 19.5] million square feet of floor space dedicated to production, distribution and administration.

AbbVie also has research and development facilities in the United States located at: Abbott Park, Illinois; Branchburg, New Jersey; Cambridge, Massachusetts; Irvine, California; Madison, New Jersey; North Chicago, Illinois; Pleasanton, California; [removed: Santa Cruz, California;] South San Francisco, California; and Worcester, Massachusetts.

| | | | | | | | | |

AbbVie distributes products through a network of central and regional distribution centers, with its central distribution centers located in the U.S. and Europe.

In the United States, including Puerto Rico, AbbVie has two central distribution centers.

| | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| 25 | | |  \| *2022 Form 10-K* | | | | | | | | |

| [added: 27] | | | [added:  \| *2023 Form 10-K*] | | | [removed: *2022 Form 10-K* \| ] | | | [removed: 26] | | |

| Richard A. Gonzalez | | | | | | [removed: 69] [added: 70] | | | | | | Chairman of the Board and Chief Executive Officer | | |

| Robert A. Michael | | | | | | [removed: 52] [added: 53] | | | | | | [removed: Vice Chairman and] President [added: and Chief Operating Officer] | | |

| Scott T. Reents | | | | | | [removed: 55] [added: 56] | | | | | | Executive Vice President, Chief Financial Officer | | |

| Timothy J. Richmond | | | | | | [removed: 56] [added: 57] | | | | | | Executive Vice President, Chief Human Resources Officer | | |

| Azita Saleki-Gerhardt, Ph.D. | | | | | | [removed: 59] [added: 60] | | | | | | Executive Vice President, [added: Chief] Operations [added: Officer] | | |

| Perry C. Siatis | | | | | | [removed: 48] [added: 49] | | | | | | Executive Vice President, General Counsel and Secretary | | |

| Jeffrey R. Stewart | | | | | | [removed: 54] [added: 55] | | | | | | Executive Vice President, Chief Commercial Officer | | |

| Thomas J. Hudson, M.D. | | | | | | [removed: 61] [added: 62] | | | | | | Senior Vice President, [removed: Research & Development and] Chief Scientific [removed: Officer] [added: Officer, Global Research] | | |

[removed: | Elaine K. Sorg | | | | | | 56 | | | | | |] [added: He previously served as] Senior Vice President, [removed: AbbVie] [added: U.S. Commercial Operations from 2018 to 2020] and [added: as AbbVie’s] President, [removed: U.S.] Commercial Operations [removed: | | |][added: from 2013 to 2018.]

Mr. Gonzalez is the Chairman and Chief Executive Officer of [removed: AbbVie.][added: AbbVie, a position he has held since 2013.]

He served as Abbott’s Executive Vice President of the [removed: Pharmaceutical Products Group] [added: pharmaceutical products group] from July 2010 to December 2012, and was responsible for Abbott’s worldwide pharmaceutical business, including commercial operations, research and [removed: development] [added: development,] and manufacturing.

[removed: He] [added: Dr. Thakkar joined Abbott in 2003 and] was first appointed as [removed: an AbbVie] [added: a] corporate officer in December [removed: 2012.][added: 2023.]

Mr. Michael previously served as Vice [added: Chairman and President from June 2022 to July 2023, as Vice] Chairman, Finance and Commercial Operations and Chief Financial Officer from June 2021 to June 2022, as Executive Vice President, Chief Financial Officer from 2019 to 2021, as Senior Vice President, Chief Financial Officer from 2018 to 2019 and as Vice President, Controller from 2017 to 2018.

He served as AbbVie’s Vice President, Treasurer from 2015 to 2016, as Vice President, Controller, Commercial Operations from 2013 to 2015 and [added: as] Vice President, Financial Planning and Analysis from 2012 to 2013.

Dr. Saleki-Gerhardt is AbbVie’s Executive Vice President, [removed: Operations.][added: Chief Operations Officer.]

She served as [added: Executive Vice President, Operations from 2018 to July 2023, and as] Senior Vice President, Operations from 2013 to 2018.

From 2013 until 2021, Mr. Siatis also served in various roles including as Senior Vice President, Legal and Chief Ethics and Compliance [removed: Officer;] [added: Officer;] Senior Vice President of Legal Transactions and R&D/Alliance Management and Chief Ethics and Compliance [removed: Officer;] [added: Officer;] and Vice President, Biologic Strategic Development and Legal Regulatory.

| [removed: 27] | | | [removed:  \| *2022 Form 10-K*] | | | [added: *2023 Form 10-K* \| ] | | | [added: 28] | | |

Dr. Hudson is AbbVie's Senior Vice President, [removed: Research & Development and] Chief Scientific [removed: Officer.][added: Officer, Global Research.]

He previously served as [added: Senior] Vice President, [added: Research & Development and Chief Scientific Officer from 2019 to 2023, and as Vice President,] Head of Oncology Discovery and Early Development from 2016 to 2019.

Mr. [removed: Durkin] [added: Buckbee] is AbbVie’s [added: Senior] Vice President, Controller.

| [added: 29] | | | [added:  \| *2023 Form 10-K*] | | | [removed: *2022 Form 10-K* \| ] | | | [removed: 28] | | |

| Nicholas J. Donoghoe, M.D. | | | | | | 43 | | | | | | Executive Vice President, Chief Business and Strategy Officer | | |

| Kevin K. Buckbee | | | | | | 58 | | | | | | Senior Vice President, Controller | | |

| Roopal Thakkar, M.D. | | | | | | 52 | | | | | | Senior Vice President, Chief Medical Officer, Global Therapeutics | | |

Mr. Gonzalez joined Abbott in 1977 and held various management positions before briefly retiring in 2007, including: Abbott’s President and Chief Operating Officer; President, Chief Operating Officer of Abbott’s Medical Products Group; Senior Vice President and President of Abbott’s former Hospital Products Division; Vice President and President of Abbott’s Health Systems Division; and Divisional Vice President and General Manager for Abbott’s Diagnostics Operations in the United States and Canada.

On February 14, 2024, the Board of Directors of AbbVie unanimously selected Mr. Michael to succeed Mr. Gonzalez as the Company's Chief Executive Officer.

Mr. Gonzalez will retire from the role of Chief Executive Officer and become Executive Chairman of the Board of Directors, effective July 1, 2024.

Mr. Michael is AbbVie’s President and Chief Operating Officer.

On February 14, 2024, the Board of Directors of AbbVie unanimously selected Mr. Michael to succeed Mr. Gonzalez as the Company's Chief Executive Officer.

Mr. Gonzalez will retire from the role of Chief Executive Officer and become Executive Chairman of the Board of Directors, effective July 1, 2024.

The Board also appointed Mr. Michael as a member of the Board of Directors as a Class II director, effective July 1, 2024.

Dr. Donoghoe is AbbVie’s Executive Vice President, Chief Business and Strategy Officer.

He has previously served as AbbVie’s Senior Vice President, Chief Operating Officer, R&D from 2022 to 2023, as Senior Vice President, Portfolio Innovation from 2021 to 2022, as Senior Vice President, Global Strategy and Operations, Allergan Aesthetics, from 2020 to 2021, and as Senior Vice President, Enterprise Innovation from 2019 to 2020.

Prior to joining AbbVie in 2019, he served as a Partner at McKinsey & Company where he was a leader of the firm's Pharma and Biotechnology practice for over a decade.

Mr. Buckbee previously served as AbbVie’s Vice President, Controller, Global Commercial Operations from January 2016 until March 2023, and as Vice President, Controller, US Commercial Operations from AbbVie’s separation from Abbott in 2013 until December 2015.

Mr. Buckbee joined Abbott in 1991 and held several positions in the finance organization.

Dr. Thakkar serves as AbbVie's Senior Vice President, Chief Medical Officer, Global Therapeutics.

He previously served as Senior Vice President of Development and Regulatory Affairs and Chief Medical Officer at AbbVie from late 2022 until early December 2023, as Vice President, Global Regulatory Affairs and R&D Quality Assurance from 2019 to 2022, and as Vice President, Global Regulatory Affairs from 2015 to 2019.

The following table lists AbbVie's executive officers:

| Carrie Strom | | | | | | 45 | | | | | | Senior Vice President, AbbVie and President, Global Allergan Aesthetics | | |

| Brian L. Durkin | | | | | | 62 | | | | | | Vice President, Controller | | |

Mr. Gonzalez joined Abbott in 1977 and held various management positions.

Mr. Michael is AbbVie’s Vice Chairman and President.

He previously served as Senior Vice President, U.S. Commercial Operations from 2018 to 2020 and as AbbVie’s President, Commercial Operations from 2013 to

2018.

Ms. Sorg is AbbVie’s Senior Vice President, AbbVie, and President U.S. Commercial Operations.

She previously served as AbbVie’s President, U.S. Immunology and Patient Services from 2019 to 2020 and as Vice President, Immunology and Oncology from 2016 to 2018.

She served as Vice President, Immunology prior to AbbVie’s separation from Abbott and until 2016 at AbbVie.

Ms. Sorg joined Abbott in 2012 and was first appointed as an AbbVie corporate officer in November 2020.

Prior to joining Abbott, Ms. Sorg served in management roles at Eli Lilly and Company for 23 years.

Ms. Strom is AbbVie’s Senior Vice President, AbbVie, and President, Global Allergan Aesthetics, responsible for the worldwide operations of the aesthetics franchise.

She was appointed to the position upon AbbVie’s acquisition of Allergan in 2020 and was first appointed as an AbbVie corporate officer in May 2020.

At Allergan, Ms. Strom previously served as Senior Vice President, U.S. Medical Aesthetics from 2018 to 2020.

She joined Allergan in 2011.

Mr. Durkin previously served as Vice President, Internal Audit from 2016 to 2018.

Prior to joining AbbVie, he served as Vice President of Finance and Division Controller for Abbott’s Vision Care business from 2009 to 2016 and Controller Pharmaceutical Research and Development from 2005 to 2009.

Mr. Durkin joined Abbott in 1986 and was first appointed as an AbbVie corporate officer in October 2018.

There were [removed: 44,487] [added: 42,369] stockholders of record of AbbVie common stock as of January 31, [removed: 2023.][added: 2024.]

The following graph compares the cumulative total returns of AbbVie, the S&P 500 Index and the NYSE Arca Pharmaceuticals Index for the period from December 31, [removed: 2017] [added: 2018] through December 31, [removed: 2022.][added: 2023.]

This graph assumes $100 was invested in AbbVie common stock and each index on December 31, [removed: 2017] [added: 2018] and also assumes the reinvestment of dividends.

[removed: ][added: ]

| [removed: 29] | | | [removed:  \| *2022 Form 10-K*] | | | [added: *2023 Form 10-K* \| ] | | | [added: 30] | | |

On October [removed: 28, 2022,] [added: 26, 2023,] AbbVie's board of directors declared an increase in the quarterly cash dividend from [removed: $1.41] [added: $1.48] per share to [removed: $1.48] [added: $1.55] per share, payable on February 15, [removed: 2023,] [added: 2024,] to stockholders of record as of January [removed: 13, 2023.][added: 16, 2024.]

In addition to AbbVie shares repurchased on the open market under a publicly announced program, if any, these shares also included the shares purchased on the open market for the benefit of participants in the AbbVie Employee Stock Purchase Plan – [removed: 926] [added: 952] in October; [removed: 940] [added: 1,175] in November; and [removed: 26,019] [added: 26,320] in December.

| [added: 31] | | | [added:  \| *2023 Form 10-K*] | | | [removed: *2022 Form 10-K* \| ] | | | [removed: 30] | | |

| October 1, 2023 - October 31, 2023 | | | 952 | | | (1) | | | $ | 147.82 | | (1) | | | — | | | | | | $ | 4,808,991,028 | | | | |

| November 1, 2023 - November 30, 2023 | | | 1,175 | | | (1) | | | $ | 141.94 | | (1) | | | — | | | | | | $ | 4,808,991,028 | | | | |

| December 1, 2023 - December 31, 2023 | | | 26,320 | | | (1) | | | $ | 153.02 | | (1) | | | — | | | | | | $ | 4,808,991,028 | | | | |

| Total | | | 28,447 | | | (1) | | | $ | 152.39 | | (1) | | | — | | | | | | $ | 4,808,991,028 | | | | |

| October 1, 2022 - October 31, 2022 | | | 926 | | | (1) | | | $ | 141.34 | | (1) | | | — | | | | | | $ | 1,393,714,917 | | | | |

| November 1, 2022 - November 30, 2022 | | | 940 | | | (1) | | | $ | 146.61 | | (1) | | | — | | | | | | $ | 1,393,714,917 | | | | |

| December 1, 2022 - December 31, 2022 | | | 26,019 | | | (1) | | | $ | 161.87 | | (1) | | | — | | | | | | $ | 1,393,714,917 | | | | |

| Total | | | 27,885 | | | (1) | | | $ | 160.67 | | (1) | | | — | | | | | | $ | 1,393,714,917 | | | | |

| [removed: 31] | | | [removed:  \| *2022 Form 10-K*] | | | [added: *2023 Form 10-K* \| ] | | | [added: 32] | | |

| [Consolidated Statements of [removed: Earnings](#i8aa2d13e9ab74474a8ce0ca02e5f47bc_100)] [added: Earnings](#i891ae87e1630411bb99f581d920680e3_94)] | | | [removed: [50](#i8aa2d13e9ab74474a8ce0ca02e5f47bc_100)] [added: [51](#i891ae87e1630411bb99f581d920680e3_94)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#i8aa2d13e9ab74474a8ce0ca02e5f47bc_103)] [added: Income](#i891ae87e1630411bb99f581d920680e3_97)] | | | [removed: [51](#i8aa2d13e9ab74474a8ce0ca02e5f47bc_103)] [added: [52](#i891ae87e1630411bb99f581d920680e3_97)] | | |

| [Consolidated Balance [removed: Sheets](#i8aa2d13e9ab74474a8ce0ca02e5f47bc_106)] [added: Sheets](#i891ae87e1630411bb99f581d920680e3_100)] | | | [removed: [52](#i8aa2d13e9ab74474a8ce0ca02e5f47bc_106)] [added: [53](#i891ae87e1630411bb99f581d920680e3_100)] | | |

| [Consolidated Statements of [removed: Equity](#i8aa2d13e9ab74474a8ce0ca02e5f47bc_109)] [added: Equity](#i891ae87e1630411bb99f581d920680e3_103)] | | | [removed: [53](#i8aa2d13e9ab74474a8ce0ca02e5f47bc_109)] [added: [54](#i891ae87e1630411bb99f581d920680e3_103)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i8aa2d13e9ab74474a8ce0ca02e5f47bc_112)] [added: Flows](#i891ae87e1630411bb99f581d920680e3_106)] | | | [removed: [54](#i8aa2d13e9ab74474a8ce0ca02e5f47bc_112)] [added: [55](#i891ae87e1630411bb99f581d920680e3_106)] | | |

| [Note [removed: 2](#i8aa2d13e9ab74474a8ce0ca02e5f47bc_121)] [added: 2](#i891ae87e1630411bb99f581d920680e3_115)] | | | [Summary of Significant Accounting [removed: Policies](#i8aa2d13e9ab74474a8ce0ca02e5f47bc_121)] [added: Policies](#i891ae87e1630411bb99f581d920680e3_115)] | | | [removed: [55](#i8aa2d13e9ab74474a8ce0ca02e5f47bc_121)] [added: [56](#i891ae87e1630411bb99f581d920680e3_115)] | | |

| [Note [removed: 3](#i8aa2d13e9ab74474a8ce0ca02e5f47bc_127)] [added: 3](#i891ae87e1630411bb99f581d920680e3_121)] | | | [Supplemental Financial [removed: Information](#i8aa2d13e9ab74474a8ce0ca02e5f47bc_127)] [added: Information](#i891ae87e1630411bb99f581d920680e3_121)] | | | [removed: [60](#i8aa2d13e9ab74474a8ce0ca02e5f47bc_127)] [added: [61](#i891ae87e1630411bb99f581d920680e3_121)] | | |

| [Note [removed: 4](#i8aa2d13e9ab74474a8ce0ca02e5f47bc_130)] [added: 4](#i891ae87e1630411bb99f581d920680e3_124)] | | | [Earnings Per [removed: Share](#i8aa2d13e9ab74474a8ce0ca02e5f47bc_130)] [added: Share](#i891ae87e1630411bb99f581d920680e3_124)] | | | [removed: [61](#i8aa2d13e9ab74474a8ce0ca02e5f47bc_130)] [added: [62](#i891ae87e1630411bb99f581d920680e3_124)] | | |

| [Note [removed: 5](#i8aa2d13e9ab74474a8ce0ca02e5f47bc_133)] [added: 5](#i891ae87e1630411bb99f581d920680e3_127)] | | | [Licensing, Acquisitions and Other [removed: Arrangements](#i8aa2d13e9ab74474a8ce0ca02e5f47bc_133)] [added: Arrangements](#i891ae87e1630411bb99f581d920680e3_127)] | | | [removed: [62](#i8aa2d13e9ab74474a8ce0ca02e5f47bc_133)] [added: [62](#i891ae87e1630411bb99f581d920680e3_127)] | | |

| [Note [removed: 7](#i8aa2d13e9ab74474a8ce0ca02e5f47bc_142)] [added: 7](#i891ae87e1630411bb99f581d920680e3_133)] | | | [Goodwill and Intangible [removed: Assets](#i8aa2d13e9ab74474a8ce0ca02e5f47bc_142)] [added: Assets](#i891ae87e1630411bb99f581d920680e3_133)] | | | [removed: [68](#i8aa2d13e9ab74474a8ce0ca02e5f47bc_142)] [added: [66](#i891ae87e1630411bb99f581d920680e3_133)] | | |

| [Note [removed: 8](#i8aa2d13e9ab74474a8ce0ca02e5f47bc_145)] [added: 8](#i891ae87e1630411bb99f581d920680e3_136)] | | | [Integration and Restructuring [removed: Plans](#i8aa2d13e9ab74474a8ce0ca02e5f47bc_145)] [added: Plans](#i891ae87e1630411bb99f581d920680e3_136)] | | | [removed: [69](#i8aa2d13e9ab74474a8ce0ca02e5f47bc_145)] [added: [67](#i891ae87e1630411bb99f581d920680e3_136)] | | |

| [Note [removed: 10](#i8aa2d13e9ab74474a8ce0ca02e5f47bc_4398046513320)] [added: 10](#i891ae87e1630411bb99f581d920680e3_154)] | | | [Debit, Credit [removed: Facilities](#i8aa2d13e9ab74474a8ce0ca02e5f47bc_4398046513320) [and] [added: Facilities and] Commitments and [removed: Contingencies](#i8aa2d13e9ab74474a8ce0ca02e5f47bc_4398046513320)] [added: Contingencies](#i891ae87e1630411bb99f581d920680e3_154)] | | | [removed: [72](#i8aa2d13e9ab74474a8ce0ca02e5f47bc_4398046513320)] [added: [71](#i891ae87e1630411bb99f581d920680e3_154)] | | |

| [Note [removed: 11](#i8aa2d13e9ab74474a8ce0ca02e5f47bc_163)] [added: 11](#i891ae87e1630411bb99f581d920680e3_157)] | | | [Financial Instruments and Fair Value [removed: Measures](#i8aa2d13e9ab74474a8ce0ca02e5f47bc_163)] [added: Measures](#i891ae87e1630411bb99f581d920680e3_157)] | | | [removed: [74](#i8aa2d13e9ab74474a8ce0ca02e5f47bc_163)] [added: [73](#i891ae87e1630411bb99f581d920680e3_157)] | | |

| [Note [removed: 12](#i8aa2d13e9ab74474a8ce0ca02e5f47bc_169)] [added: 12](#i891ae87e1630411bb99f581d920680e3_163)] | | | [Post-Employment [removed: Benefits](#i8aa2d13e9ab74474a8ce0ca02e5f47bc_169)] [added: Benefits](#i891ae87e1630411bb99f581d920680e3_163)] | | | [removed: [80](#i8aa2d13e9ab74474a8ce0ca02e5f47bc_169)] [added: [79](#i891ae87e1630411bb99f581d920680e3_163)] | | |

| [Note [removed: 14](#i8aa2d13e9ab74474a8ce0ca02e5f47bc_181)] [added: 14](#i891ae87e1630411bb99f581d920680e3_175)] | | | [Income [removed: Taxes](#i8aa2d13e9ab74474a8ce0ca02e5f47bc_181)] [added: Taxes](#i891ae87e1630411bb99f581d920680e3_175)] | | | [removed: [90](#i8aa2d13e9ab74474a8ce0ca02e5f47bc_181)] [added: [88](#i891ae87e1630411bb99f581d920680e3_175)] | | |

| [Note [removed: 15](#i8aa2d13e9ab74474a8ce0ca02e5f47bc_184)] [added: 15](#i891ae87e1630411bb99f581d920680e3_178)] | | | [removed: [Legal](#i8aa2d13e9ab74474a8ce0ca02e5f47bc_184) [P](#i8aa2d13e9ab74474a8ce0ca02e5f47bc_184)[roceedings] [added: [Legal Proceedings] and [removed: Contingencies](#i8aa2d13e9ab74474a8ce0ca02e5f47bc_184)] [added: Contingencies](#i891ae87e1630411bb99f581d920680e3_178)] | | | [removed: [92](#i8aa2d13e9ab74474a8ce0ca02e5f47bc_184)] [added: [90](#i891ae87e1630411bb99f581d920680e3_178)] | | |

| [Note [removed: 16](#i8aa2d13e9ab74474a8ce0ca02e5f47bc_187)] [added: 16](#i891ae87e1630411bb99f581d920680e3_181)] | | | [Segment and Geographic Area [removed: Information](#i8aa2d13e9ab74474a8ce0ca02e5f47bc_187)] [added: Information](#i891ae87e1630411bb99f581d920680e3_181)] | | | [removed: [94](#i8aa2d13e9ab74474a8ce0ca02e5f47bc_187)] [added: [92](#i891ae87e1630411bb99f581d920680e3_181)] | | |

| [Note [removed: 17](#i8aa2d13e9ab74474a8ce0ca02e5f47bc_193)] [added: 17](#i891ae87e1630411bb99f581d920680e3_187)] | | | [Fourth Quarter Financial Results [removed: (](#i8aa2d13e9ab74474a8ce0ca02e5f47bc_193)[unaudited](#i8aa2d13e9ab74474a8ce0ca02e5f47bc_193)[)](#i8aa2d13e9ab74474a8ce0ca02e5f47bc_193)] [added: (unaudited)](#i891ae87e1630411bb99f581d920680e3_187)] | | | [removed: [97](#i8aa2d13e9ab74474a8ce0ca02e5f47bc_193)] [added: [95](#i891ae87e1630411bb99f581d920680e3_187)] | | |

| [removed: 49] | | | [removed:  \| *2022 Form 10-K*] | | | [added: *2023 Form 10-K* \| ] | | | [added: 50] | | |

| years ended December 31 (in millions, except per share data) | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

| Net revenues | | | $ | [removed: 58,054] [added: 54,318] | | | | | $ | [removed: 56,197] [added: 58,054] | | | | | $ | [removed: 45,804] [added: 56,197] | |

| Cost of products sold | | | [removed: 17,414] [added: 20,415] | | | | | | [removed: 17,446] [added: 17,414] | | | | | | [removed: 15,387] [added: 17,446] | | |

| Selling, general and administrative | | | [removed: 15,260] [added: 12,872] | | | | | | [removed: 12,349] [added: 15,260] | | | | | | [removed: 11,299] [added: 12,349] | | |

| Research and development | | | [removed: 6,510] [added: 7,675] | | | | | | [removed: 6,922] [added: 6,510] | | | | | | [removed: 6,379] [added: 6,922] | | |

| Acquired IPR&D and milestones | | | [removed: 697] [added: 778] | | | | | | [removed: 1,124] [added: 697] | | | | | | [removed: 1,376] [added: 1,124] | | |

| Other operating [removed: expense,] [added: expense (income),] net | | | [removed: 56] [added: (179)] | | | | | | [removed: 432] [added: 56] | | | | | | [removed: —] [added: 432] | | |

| Total operating costs and expenses | | | [removed: 39,937] [added: 41,561] | | | | | | [removed: 38,273] [added: 39,937] | | | | | | [removed: 34,441] [added: 38,273] | | |

| Operating earnings | | | [removed: 18,117] [added: 12,757] | | | | | | [removed: 17,924] [added: 18,117] | | | | | | [removed: 11,363] [added: 17,924] | | |

| Interest expense, net | | | [removed: 2,044] [added: 1,684] | | | | | | [removed: 2,384] [added: 2,044] | | | | | | [removed: 2,280] [added: 2,384] | | |

| Net foreign exchange loss | | | [removed: 148] [added: 146] | | | | | | [removed: 51] [added: 148] | | | | | | [removed: 71] [added: 51] | | |

| Other expense, net | | | [removed: 2,448] [added: 4,677] | | | | | | [removed: 2,500] [added: 2,448] | | | | | | [removed: 5,614] [added: 2,500] | | |

| Earnings before income tax expense | | | [removed: 13,477] [added: 6,250] | | | | | | [removed: 12,989] [added: 13,477] | | | | | | [removed: 3,398] [added: 12,989] | | |

| Income tax expense [removed: (benefit)] | | | [removed: 1,632] [added: 1,377] | | | | | | [removed: 1,440] [added: 1,632] | | | | | | [removed: (1,224)] [added: 1,440] | | |

| Net earnings | | | [removed: 11,845] [added: 4,873] | | | | | | [removed: 11,549] [added: 11,845] | | | | | | [removed: 4,622] [added: 11,549] | | |

| Net earnings attributable to noncontrolling interest | | | [removed: 9] [added: 10] | | | | | | [removed: 7] [added: 9] | | | | | | [removed: 6] [added: 7] | | |

| Net earnings attributable to AbbVie Inc. | | | $ | [removed: 11,836] [added: 4,863] | | | | | $ | [removed: 11,542] [added: 11,836] | | | | | $ | [removed: 4,616] [added: 11,542] | |

| Basic earnings per share attributable to AbbVie Inc. | | | $ | [removed: 6.65] [added: 2.73] | | | | | $ | [removed: 6.48] [added: 6.65] | | | | | $ | [removed: 2.73] [added: 6.48] | |

| Diluted earnings per share attributable to AbbVie Inc. | | | $ | [removed: 6.63] [added: 2.72] | | | | | $ | [removed: 6.45] [added: 6.63] | | | | | $ | [removed: 2.72] [added: 6.45] | |

| Weighted-average basic shares outstanding | | | [removed: 1,771] [added: 1,768] | | | | | | [removed: 1,770] [added: 1,771] | | | | | | [removed: 1,667] [added: 1,770] | | |

| Weighted-average diluted shares outstanding | | | [removed: 1,778] [added: 1,773] | | | | | | [removed: 1,777] [added: 1,778] | | | | | | [removed: 1,673] [added: 1,777] | | |

| [Note 1](#i891ae87e1630411bb99f581d920680e3_112) | | | [Background](#i891ae87e1630411bb99f581d920680e3_112) | | | [56](#i891ae87e1630411bb99f581d920680e3_112) | | |

| [Note 6](#i891ae87e1630411bb99f581d920680e3_130) | | | [Collaborations](#i891ae87e1630411bb99f581d920680e3_130) | | | [65](#i891ae87e1630411bb99f581d920680e3_130) | | |

| [Note 9](#i891ae87e1630411bb99f581d920680e3_139) | | | [Leases](#i891ae87e1630411bb99f581d920680e3_139) | | | [69](#i891ae87e1630411bb99f581d920680e3_139) | | |

| [Note 13](#i891ae87e1630411bb99f581d920680e3_169) | | | [Equity](#i891ae87e1630411bb99f581d920680e3_169) | | | [83](#i891ae87e1630411bb99f581d920680e3_169) | | |

| [Report of Independent Registered Public Accounting Firm](#i891ae87e1630411bb99f581d920680e3_190) [(PCAOB ID:](#i891ae87e1630411bb99f581d920680e3_190) 42[)](#i891ae87e1630411bb99f581d920680e3_190) | | | [96](#i891ae87e1630411bb99f581d920680e3_190) | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Balance at December 31, 2023 | | | 1,766 | | | | | | $ | 18 | | | | | $ | (6,533) | | | | | $ | 20,180 | | | | | $ | (1,000) | | | | | $ | (2,305) | | | | | $ | 37 | | | | | $ | 10,397 | |

| Payments of contingent consideration liabilities | | | (870) | | | | | | (164) | | | | | | (91) | | |

| Acquired IPR&D and milestones | | | 778 | | | | | | 697 | | | | | | 1,124 | | |

For each type of rebate, factors used in the calculation of the accrual include the identification of the

| as of December 31 (in millions) | | | 2023 | | | | | | 2022 | | |

Recent Accounting Pronouncements

*Recent Accounting Pronouncements Not Yet Adopted*

ASU No. 2023-09

In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2023-09, *Income Taxes (Topic 740)*.

The standard requires disaggregation of the effective rate reconciliation into standard categories, enhances disclosure of income taxes paid, and modifies other income tax-related disclosures.

The standard will be effective for AbbVie starting in annual periods in 2025, with early adoption permitted.

AbbVie is currently assessing the impact of adopting this guidance on its consolidated financial statements.

ASU No. 2023-07

In November 2023, the FASB issued ASU No. 2023-07 *Segment Reporting - Improving Reportable Segment Disclosures (Topic 280)*.

The standard requires disclosures to include significant segment expenses that are regularly provided to the chief operating decision maker (CODM), a description of other segment items by reportable segment, and any additional measures of a segment's profit or loss used by the CODM when deciding how to allocate resources.

The ASU also requires all annual disclosures currently required by Topic 280 to be included in interim periods.

The standard is effective for AbbVie starting in annual periods in 2024 and interim periods in 2025, with early adoption permitted and requires retrospective application to all prior periods presented in the financial statements.

AbbVie is currently assessing the impact of adopting this guidance on its consolidated financial statements.

| as of December 31 (in millions) | | | 2023 | | | | | | 2022 | | |

| as of December 31 (in millions) | | | 2023 | | | | | | 2022 | | |

| Basic earnings per share attributable to AbbVie Inc. | | | $ | 2.73 | | | | | $ | 6.65 | | | | | $ | 6.48 | |

| Net earnings attributable to AbbVie Inc. | | | $ | 4,863 | | | | | $ | 11,836 | | | | | $ | 11,542 | |

| Earnings allocated to participating securities | | | 43 | | | | | | 54 | | | | | | 74 | | |

| Earnings available to common shareholders | | | $ | 4,820 | | | | | $ | 11,782 | | | | | $ | 11,468 | |

| Diluted earnings per share attributable to AbbVie Inc. | | | $ | 2.72 | | | | | $ | 6.63 | | | | | $ | 6.45 | |

Proposed Acquisition of Cerevel Therapeutics Holdings, Inc.

On December 6, 2023, AbbVie announced that it entered into a definitive agreement under which AbbVie will acquire Cerevel Therapeutics Holdings, Inc. (Cerevel Therapeutics).

Under the terms of the agreement, AbbVie will acquire all outstanding shares of Cerevel Therapeutics for $45.00 per share in cash for a total value of approximately $8.7 billion.

The transaction is expected to close in 2024 subject to regulatory approvals and other customary closing conditions.

Cerevel Therapeutics is a clinical-stage biotechnology company focused on the discovery and development of differentiated therapies for Neuroscience diseases.

Cerevel Therapeutics neuroscience pipeline includes multiple clinical-stage and preclinical candidates with the potential to treat several diseases including schizophrenia, Parkinson's disease and mood disorders.

Acquisition of ImmunoGen, Inc.

Subsequent to 2023, on February 12, 2024, AbbVie completed its previously announced acquisition of ImmunoGen, Inc. (ImmunoGen).

Under the terms of the agreement, AbbVie acquired all outstanding shares of ImmunoGen for $31.26 per share in cash for a total value of approximately $10.1 billion.

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| [Note 1](#i8aa2d13e9ab74474a8ce0ca02e5f47bc_118) | | | [Background](#i8aa2d13e9ab74474a8ce0ca02e5f47bc_118) | | | [55](#i8aa2d13e9ab74474a8ce0ca02e5f47bc_118) | | |

| [Note 6](#i8aa2d13e9ab74474a8ce0ca02e5f47bc_139) | | | [Collaborations](#i8aa2d13e9ab74474a8ce0ca02e5f47bc_139) | | | [66](#i8aa2d13e9ab74474a8ce0ca02e5f47bc_139) | | |

| [Note 9](#i8aa2d13e9ab74474a8ce0ca02e5f47bc_148) | | | [Leases](#i8aa2d13e9ab74474a8ce0ca02e5f47bc_148) | | | [70](#i8aa2d13e9ab74474a8ce0ca02e5f47bc_148) | | |

| [Note 13](#i8aa2d13e9ab74474a8ce0ca02e5f47bc_175) | | | [Equity](#i8aa2d13e9ab74474a8ce0ca02e5f47bc_175) | | | [85](#i8aa2d13e9ab74474a8ce0ca02e5f47bc_175) | | |

| [Report](#i8aa2d13e9ab74474a8ce0ca02e5f47bc_196) [of Independent Registered Public Account](#i8aa2d13e9ab74474a8ce0ca02e5f47bc_196)[ing](#i8aa2d13e9ab74474a8ce0ca02e5f47bc_196) [Firm](#i8aa2d13e9ab74474a8ce0ca02e5f47bc_196) [](#i8aa2d13e9ab74474a8ce0ca02e5f47bc_196)[(PCA](#i8aa2d13e9ab74474a8ce0ca02e5f47bc_196)[OB ID:](#i8aa2d13e9ab74474a8ce0ca02e5f47bc_196) 42[)](#i8aa2d13e9ab74474a8ce0ca02e5f47bc_196) | | | [98](#i8aa2d13e9ab74474a8ce0ca02e5f47bc_196) | | |

| | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Balance at December 31, 2019 | | | 1,479 | | | | | | $ | 18 | | | | | $ | (24,504) | | | | | $ | 15,193 | | | | | $ | 4,717 | | | | | $ | (3,596) | | | | | $ | — | | | | | $ | (8,172) | |

| Common shares and equity awards issued for acquisition of Allergan plc | | | 286 | | | | | | — | | | | | | 23,166 | | | | | | 1,243 | | | | | | — | | | | | | — | | | | | | — | | | | | | 24,409 | | |

| Supplemental schedule of non-cash investing and financing activities | | | | | | | | | | | | | | | | | |

| Issuance of common shares associated with acquisitions of businesses | | | — | | | | | | — | | | | | | 23,979 | | |

On May 8, 2020, AbbVie completed its acquisition of Allergan plc (Allergan).

Refer to Note 5 for additional information regarding this acquisition.

During 2022, AbbVie revised its classification of development milestone expense associated with licensing and collaboration arrangements in the consolidated statements of earnings.

Milestone payments incurred prior to regulatory approval, which were previously included in research and development (R&D) expense, are now presented as acquired IPR&D and milestones expense in the consolidated statements of earnings.

The reclassification decreased R&D expense and increased acquired IPR&D and milestones expense by $162 million in 2021 and $178 million in 2020.

The company believes this presentation assists users of the financial statements to better understand the total upfront and subsequent development milestone payments incurred to acquire in-process research and development projects.

Certain other reclassifications have been made to conform the prior period consolidated financial statements to the current period presentation.

expense in cost of products sold when the company transfers control to the customer.

Other assets and liabilities assumed were insignificant.

Acquisition of Luminera

In October 2020, AbbVie entered into an agreement with Luminera, a privately held aesthetics company based in Israel, to acquire Luminera's full dermal filler portfolio and R&D pipeline including HArmonyCa, a dermal filler intended for facial soft tissue augmentation.

The aggregate accounting purchase price of $186 million was comprised of a $122 million upfront cash payment and $64 million for the acquisition date fair value of contingent consideration liabilities, for which AbbVie may owe up to $90 million in future payments upon achievement of certain commercial milestones.

The agreement was accounted for as a business combination using the acquisition method of accounting.

As of the acquisition date, AbbVie acquired $127 million of intangible assets for in-process research and development and $33 million of intangible assets for developed product rights.

The acquisition resulted in the recognition of $12 million of goodwill which is not deductible for tax purposes.

Acquisition of Allergan

On May 8, 2020, AbbVie completed its acquisition of all outstanding equity interests in Allergan in a cash and stock transaction.

Allergan is a global pharmaceutical leader focused on developing, manufacturing and commercializing branded pharmaceutical, device, biologic, surgical and regenerative medicine products for patients around the world.

The combination created a diverse entity with leadership positions across immunology, hematologic oncology, aesthetics, neuroscience and eye care.

AbbVie's existing product portfolio and pipeline is enhanced with numerous Allergan assets and Allergan's product portfolio benefits from AbbVie's commercial strength, expertise and international infrastructure.

Under the terms of the acquisition, each ordinary share of Allergan common stock was converted into the right to receive (i) $120.30 in cash and (ii) 0.8660 of a share of AbbVie common stock.

Total consideration for the acquisition of Allergan is summarized as follows:

| (in millions) | | | | | |

| Cash consideration paid to Allergan shareholders (a) | | | $ | 39,675 | |

| Fair value of AbbVie common stock issued to Allergan shareholders (b) | | | 23,979 | | |

Changes in internal control over financial reporting. There were no changes in AbbVie's internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934) that have materially affected, or are reasonably likely to materially affect, AbbVie's internal control over financial reporting during the quarter ended December 31, [removed: 2022.][added: 2023.]

Management assessed the effectiveness of AbbVie's internal control over financial reporting as of December 31, [removed: 2022.][added: 2023.]

Based on that assessment, management concluded that AbbVie maintained effective internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on the COSO criteria.

The effectiveness of AbbVie's internal control over financial reporting as of December 31, [removed: 2022] [added: 2023] has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their attestation report below, which expresses an unqualified opinion on the effectiveness of AbbVie's internal control over financial reporting as of December 31, [removed: 2022.][added: 2023.]

| [removed: 101] [added: 99] | | | [removed: ] [added: ] \| [removed: *2022] [added: *2023] Form 10-K* | | | | | | | | |

We have audited AbbVie Inc. and subsidiaries' internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, AbbVie Inc. and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of [removed: AbbVie Inc. and subsidiaries] [added: the Company] as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] the related consolidated statements of earnings, comprehensive income, equity and cash flows for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] and the related notes and our report dated February [removed: 17, 2023] [added: 20, 2024] expressed an unqualified opinion thereon.

Definition and Limitations [removed: on] [added: of] Internal Control Over Financial Reporting

| | | | | | | [removed: *2022] [added: *2023] Form 10-K* [removed: \| ] [added: \| ] | | | [removed: 102] [added: 100] | | |

February 20, 2024

February 17, 2023

During the three months ended December 31, 2023, no director or officer of the company adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K, except as provided below.

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Name & Title | | | Action Taken | | | Date Adopted | | | Type of Trading Arrangement (1) | | | Aggregate Number of Shares to be Sold Pursuant to Trading Arrangement (2) | | | Duration of Trading Arrangement(3) | | |

| Perry C. Siatis Executive Vice President, General Counsel and Secretary | | | Adoption | | | 11/01/2023 | | | Rule 10b5-1 Trading Arrangement | | | Up to 31,549 Shares to be Sold | | | 08/30/2024 | | |

| Timothy J. Richmond Executive Vice President, Chief Human Resources Officer | | | Adoption | | | 11/13/2023 | | | Rule 10b5-1 Trading Arrangement | | | Up to 122,957 Shares to be Sold | | | 12/31/2024 | | |

1.

Except as indicated by footnote, each trading arrangement marked as a "Rule 10b5-1 Trading Arrangement" is intended to satisfy the affirmative defense of Rule 10b5-1(c), as amended.

2.

The number of shares to be sold under each trading arrangement represents the maximum actual number of shares issuable under the applicable performance stock awards.

The actual number of shares to be sold under each trading arrangement will depend on the achievement of applicable performance conditions under the performance stock awards and the number of shares withheld to satisfy tax obligations upon the vesting of the awards.

3.

Except as indicated by footnote, each trading arrangement permitted or permits transactions through and including the earlier to occur of (a) the completion of all sales or (b) the date listed in the table.

Each trading arrangement marked as a “Rule 10b5-1 Trading Arrangement” only permitted or only permits transactions upon expiration of the applicable mandatory cooling-off period under the Rule.

None.

| [removed: 103] [added: 101] | | | [removed: ] [added: ] \| [removed: *2022] [added: *2023] Form 10-K* | | | | | | | | |

Incorporated herein by reference are "Information Concerning Director Nominees," "The Board of Directors and its Committees—Committees of the Board of Directors," "Communicating with the Board of Directors," and "Deadlines for Notice of Stockholder Actions to be Considered at the 2024 Annual Meeting of Stockholders" to be included in the [removed: 2023] [added: 2024] AbbVie Inc. Proxy Statement.

The [removed: 2023] [added: 2024] Definitive Proxy Statement will be filed on or about March [removed: 20, 2023.][added: 18, 2024.]

All directors, officers and employees of AbbVie are [removed: required] [added: expected] to [removed: read,] understand and abide by the requirements of the code of business conduct applicable to them.

The material to be included in the [removed: 2023] [added: 2024] AbbVie Inc. Proxy Statement under the headings "Director Compensation," "Executive Compensation," and "Compensation Committee Report" is incorporated herein by reference.

The [removed: 2023] [added: 2024] Definitive Proxy Statement will be filed on or about March [removed: 20, 2023.][added: 18, 2024.]

| | | | | | | [removed: *2022] [added: *2023] Form 10-K* [removed: \| ] [added: \| ] | | | [removed: 104] [added: 102] | | |

The following table presents information as of December 31, [removed: 2022] [added: 2023] about AbbVie's equity compensation plans under which AbbVie common stock has been authorized for issuance:

(1)Includes [removed: 34,879] [added: 12,197] shares issuable under AbbVie's Incentive Stock Program pursuant to awards granted by Abbott and adjusted into AbbVie awards in connection with AbbVie's separation from Abbott.

(3)Excludes shares issuable upon the exercise of stock options and pursuant to other rights granted under the Stemcentrx 2011 Equity Incentive Plan, which was assumed by AbbVie upon the consummation of its acquisition of Stemcentrx, Inc. As of December 31, [removed: 2022,] [added: 2023,] 41,212 options remained outstanding under this plan.

*(b)Information Concerning Security Ownership.* Incorporated herein by reference is the material under the heading "Securities Ownership—Securities Ownership of Executive Officers and Directors" in the [removed: 2023] [added: 2024] AbbVie Inc. Proxy Statement.

The [removed: 2023] [added: 2024] Definitive Proxy Statement will be filed on or about March [removed: 20, 2023.][added: 18, 2024.]

| Equity compensation plans approved by security holders | | | 18,219,985 | | | | | | $ | 102.80 | | | | | 62,004,889 | | |

| Total | | | 18,219,985 | | | | | | $ | 102.80 | | | | | 62,004,889 | | |

| Equity compensation plans approved by security holders | | | 22,351,655 | | | | | | $ | 91.84 | | | | | 67,365,289 | | |

| Total | | | 22,351,655 | | | | | | $ | 91.84 | | | | | 67,365,289 | | |

The material to be included in the [removed: 2023] [added: 2024] AbbVie Inc. Proxy Statement under the headings "The Board of Directors and its Committees," "Corporate Governance Materials," and "Procedures for Approval of Related Person Transactions" is incorporated herein by reference.

The [removed: 2023] [added: 2024] Definitive Proxy Statement will be filed on or about March [removed: 20, 2023.][added: 18, 2024.]

The material to be included in the [removed: 2023] [added: 2024] AbbVie Inc. Proxy Statement under the headings "Audit Fees and Non-Audit Fees" and "Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of the Independent Registered Public Accounting Firm" is incorporated herein by reference.

The [removed: 2023] [added: 2024] Definitive Proxy Statement will be filed on or about March [removed: 20, 2023.][added: 18, 2024.]

| [removed: 105] [added: 103] | | | [removed: ] [added: ] \| [removed: *2022] [added: *2023] Form 10-K* | | | | | | | | |

| [3.2](https://www.sec.gov/Archives/edgar/data/1551152/000110465922108910/tm2228135d1_ex3-1.htm) | | | | | | [removed: [*](https://www.sec.gov/Archives/edgar/data/1551152/000110465922108910/tm2228135d1_ex3-1.htm)[Second](https://www.sec.gov/Archives/edgar/data/1551152/000110465922108910/tm2228135d1_ex3-1.htm) [Amended] [added: [*Second Amended] and Restated By-Laws of AbbVie Inc. (incorporated by reference to Exhibit 3.1 of the company's Current Report on Form 8-K filed on [removed: October](https://www.sec.gov/Archives/edgar/data/1551152/000110465922108910/tm2228135d1_ex3-1.htm) [14](https://www.sec.gov/Archives/edgar/data/1551152/000110465922108910/tm2228135d1_ex3-1.htm)[, 20](https://www.sec.gov/Archives/edgar/data/1551152/000110465922108910/tm2228135d1_ex3-1.htm)[22](https://www.sec.gov/Archives/edgar/data/1551152/000110465922108910/tm2228135d1_ex3-1.htm)[).](https://www.sec.gov/Archives/edgar/data/1551152/000110465922108910/tm2228135d1_ex3-1.htm)] [added: October 14, 2022).](https://www.sec.gov/Archives/edgar/data/1551152/000110465922108910/tm2228135d1_ex3-1.htm)] | | | | | |

| [removed: [4.1](https://www.sec.gov/Archives/edgar/data/1551152/000155115223000011/abbv-20221231xex41.htm)] [added: [4.1](https://www.sec.gov/Archives/edgar/data/1551152/000155115224000011/abbv-20231231xex41.htm)] | | | | | | [Description of the company’s securities registered pursuant to Section 12 of the Securities Exchange Act of [removed: 1934.](https://www.sec.gov/Archives/edgar/data/1551152/000155115223000011/abbv-20221231xex41.htm)] [added: 1934.](https://www.sec.gov/Archives/edgar/data/1551152/000155115224000011/abbv-20231231xex41.htm)] | | | | | |

| | | | | | | [removed: *2022] [added: *2023] Form 10-K* [removed: \| ] [added: \| ] | | | 106 | | |